Note Purchase Agreement



 EXHIBIT 4.1 
  

  
 BROWN & BROWN, INC. 
  
 $200,000,000

  
 5.57% Series A Senior Notes due September 15, 2011 

6.08% Series B Senior Notes due July 15, 2014 
  

  
 NOTE PURCHASE AGREEMENT 
  

  
 Dated as of July 15, 2004 
  








 TABLE OF CONTENTS 
  

							
	1.	 	AUTHORIZATION OF NOTES.	  	1
	2.	 	SALE AND PURCHASE OF NOTES.	  	2
	3.	 	CLOSINGS.	  	2
	 	 	3.1.	  	First Closing.	  	2
	 	 	3.2.	  	Second Closing.	  	2
	 	 	3.3.	  	Failure of the Company to Deliver.	  	3
	4.	 	CONDITIONS TO CLOSINGS.	  	3
	 	 	4.1.	  	Representations and Warranties.	  	3
	 	 	4.2.	  	Performance; No Default.	  	3
	 	 	4.3.	  	Compliance Certificates.	  	3
	 	 	4.4.	  	Opinions of Counsel.	  	4
	 	 	4.5.	  	Purchase Permitted By Applicable Law, etc.	  	4
	 	 	4.6.	  	Sale of Other Notes.	  	4
	 	 	4.7.	  	Payment of Special Counsel Fees.	  	5
	 	 	4.8.	  	Private Placement Number.	  	5
	 	 	4.9.	  	Changes in Corporate Structure.	  	5
	 	 	4.10.	  	Subsidiary Guaranty.	  	5
	 	 	4.11.	  	Amendments to Bank Credit Agreement.	  	5
	 	 	4.12.	  	Offeree Letter.	  	5
	 	 	4.13.	  	Wire Instructions.	  	6
	 	 	4.14.	  	Proceedings and Documents.	  	6
	5.	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.	  	6
	 	 	5.1.	  	Organization; Power and Authority.	  	6
	 	 	5.2.	  	Authorization.	  	6
	 	 	5.3.	  	Disclosure.	  	7
	 	 	5.4.	  	Organization and Ownership of Shares of Subsidiaries.	  	7
	 	 	5.5.	  	Financial Statements.	  	7
	 	 	5.6.	  	Compliance with Laws, Other Instruments, etc.	  	8
	 	 	5.7.	  	Governmental Authorizations, etc.	  	8
	 	 	5.8.	  	Litigation; Observance of Statutes and Orders.	  	8
	 	 	5.9.	  	Taxes.	  	8
	 	 	5.10.	  	Title to Property; Leases.	  	9

  










							
	 	 	5.11.	  	Licenses, Permits, etc.	  	9
	 	 	5.12.	  	Compliance with ERISA.	  	9
	 	 	5.13.	  	Private Offering by the Company.	  	10
	 	 	5.14.	  	Use of Proceeds; Margin Regulations.	  	10
	 	 	5.15.	  	Existing Indebtedness.	  	11
	 	 	5.16.	  	Foreign Assets Control Regulations, etc.	  	11
	 	 	5.17.	  	Status under Certain Statutes.	  	11
	6.	 	REPRESENTATIONS OF THE PURCHASER.	  	12
	 	 	6.1.	  	Purchase for Investment.	  	12
	 	 	6.2.	  	Source of Funds.	  	12
	7.	 	INFORMATION AS TO COMPANY.	  	13
	 	 	7.1.	  	Financial and Business Information.	  	13
	 	 	7.2.	  	Officer’s Certificate.	  	16
	 	 	7.3.	  	Inspection.	  	16
	8.	 	PREPAYMENT OF THE NOTES.	  	17
	 	 	8.1.	  	Required Prepayments.	  	17
	 	 	8.2.	  	Optional Prepayments with Make-Whole Amount.	  	17
	 	 	8.3.	  	Prepayment of Notes Upon Change in Control.	  	17
	 	 	8.4.	  	Offer to Prepay upon the Sale of Certain Assets.	  	18
	 	 	8.5.	  	Allocation of Partial Prepayments.	  	19
	 	 	8.6.	  	Maturity; Surrender, etc.	  	20
	 	 	8.7.	  	Purchase of Notes.	  	20
	 	 	8.8.	  	Make-Whole Amount.	  	20
	9.	 	AFFIRMATIVE COVENANTS.	  	22
	 	 	9.1.	  	Compliance with Law.	  	22
	 	 	9.2.	  	Insurance.	  	22
	 	 	9.3.	  	Maintenance of Properties.	  	22
	 	 	9.4.	  	Payment of Taxes.	  	22
	 	 	9.5.	  	Corporate Existence, etc.	  	23
	 	 	9.6.	  	Subsidiary Guarantors.	  	23
	10.	 	NEGATIVE COVENANTS.	  	24
	 	 	10.1.	  	Transactions with Affiliates.	  	24
	 	 	10.2.	  	Merger, Consolidation, etc.	  	24

  

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	 	 	10.3.	  	Sale of Assets.	  	25
	 	 	10.4.	  	Limitation on Liens.	  	26
	 	 	10.5.	  	Leverage Ratio.	  	28
	 	 	10.6.	  	Fixed Charge Coverage Ratio.	  	28
	 	 	10.7.	  	Subsidiary Debt.	  	28
	 	 	10.8.	  	Restrictions on Dividends of Subsidiaries, etc.	  	29
	 	 	10.9.	  	Limitation on Priority Debt.	  	29
	 	 	10.10.	  	No Limitation on Prepayments or Amendments to Certain Financing Documents.	  	29
	 	 	10.11.	  	Line of Business.	  	29
	11.	 	EVENTS OF DEFAULT.	  	29
	12.	 	REMEDIES ON DEFAULT, ETC.	  	32
	 	 	12.1.	  	Acceleration.	  	32
	 	 	12.2.	  	Other Remedies.	  	32
	 	 	12.3.	  	Rescission.	  	32
	 	 	12.4.	  	No Waivers or Election of Remedies, Expenses, etc.	  	33
	13.	 	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.	  	33
	 	 	13.1.	  	Registration of Notes.	  	33
	 	 	13.2.	  	Transfer and Exchange of Notes.	  	33
	 	 	13.3.	  	Replacement of Notes.	  	34
	14.	 	PAYMENTS ON NOTES.	  	34
	 	 	14.1.	  	Place of Payment.	  	34
	 	 	14.2.	  	Home Office Payment.	  	34
	15.	 	EXPENSES, ETC.	  	35
	 	 	15.1.	  	Transaction Expenses.	  	35
	 	 	15.2.	  	Survival.	  	35
	16.	 	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.	  	35
	17.	 	AMENDMENT AND WAIVER.	  	36
	 	 	17.1.	  	Requirements.	  	36
	 	 	17.2.	  	Solicitation of Holders of Notes.	  	36
	 	 	17.3.	  	Binding Effect, etc.	  	36
	 	 	17.4.	  	Notes held by Company, etc.	  	37
	18.	 	NOTICES.	  	37

  

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	19.	 	REPRODUCTION OF DOCUMENTS.	  	37
	20.	 	CONFIDENTIAL INFORMATION.	  	38
	21.	 	SUBSTITUTION OF PURCHASER.	  	39
	22.	 	MISCELLANEOUS.	  	39
	 	 	22.1.	  	Successors and Assigns.	  	39
	 	 	22.2.	  	Payments Due on Non-Business Days.	  	39
	 	 	22.3.	  	Severability.	  	39
	 	 	22.4.	  	Construction.	  	40
	 	 	22.5.	  	Counterparts.	  	40
	 	 	22.6.	  	Governing Law.	  	40

  

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 SCHEDULES AND EXHIBITS 
  

					
	 SCHEDULE A
	  	—	    	Information Relating To Purchasers
			
	 SCHEDULE B
	  	—	    	Defined Terms
			
	 SCHEDULE 3
	  	—	    	Payment Instructions
			
	 SCHEDULE 4.9
	  	—	    	Changes in Corporate Structure
			
	 SCHEDULE 4.10
	  	—	    	Subsidiary Guarantors
			
	 SCHEDULE 5.3
	  	—	    	Disclosure Materials
			
	 SCHEDULE 5.4
	  	—	    	Subsidiaries of the Company and Ownership of Subsidiary Stock
			
	 SCHEDULE 5.5
	  	—	    	Financial Statements
			
	 SCHEDULE 5.8
	  	—	    	Certain Litigation
			
	 SCHEDULE 5.11
	  	—	    	Patents, etc.
			
	 SCHEDULE 5.12
	  	—	    	ERISA Affiliates and Plans
			
	 SCHEDULE 5.14
	  	—	    	Use of Proceeds
			
	 SCHEDULE 5.15
	  	—	    	Existing Indebtedness
			
	 EXHIBIT 1(a)
	  	—	    	Form of 5.57% Series A Senior Note due September 15, 2011
			
	 EXHIBIT 1(b)
	  	—	    	Form of 6.08% Series B Senior Note due July 15, 2014
			
	 EXHIBIT 4.4(a)
	  	—	    	Form of Opinion of Special Counsel for the Company and certain of the Subsidiary Guarantors
			
	 EXHIBIT 4.4(b)
	  	—	    	Form of Opinion of Special Counsel for Arizona Subsidiary Guarantor
			
	 EXHIBIT 4.4(c)
	  	—	    	Form of Opinion of Special Counsel for Pennsylvania Subsidiary Guarantor
			
	 EXHIBIT 4.4(d)
	  	—	    	Form of Opinion of Special Counsel for Nevada Subsidiary Guarantor
			
	 EXHIBIT 4.4(e)
	  	—	    	Form of Opinion of Special Counsel for the Purchasers
			
	 EXHIBIT 4.10
	  	—	    	Form of Subsidiary Guaranty

  

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 BROWN & BROWN, INC. 
 220 South Ridgewood Avenue 
 Daytona Beach, Florida 32114 
  
 5.57% Series A Senior Notes due September 15, 2011 
 6.08% Series B Senior Notes due July 15, 2014 
  
 July 15, 2004 
  
 To each of the Purchasers listed in 
 the attached Schedule A (the “Purchasers”) 

 
 Ladies and Gentlemen: 
  
 Brown & Brown, Inc., a Florida corporation (together with its successors and assigns, the “Company”),
agrees with the Purchasers as follows: 
  

	1.	AUTHORIZATION OF NOTES. 

  
 The Company will authorize the issuance and sale of: 
  
 (a) $100,000,000 aggregate principal amount of its 5.57% Series A Senior Notes due September 15, 2011 (including any amendments,
restatements or modifications from time to time, the “Series A Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement); and 
  
 (b) $100,000,000 aggregate principal amount of its 6.08%
Series B Senior Notes due July 15, 2014 (including any amendments, restatements or modifications from time to time, the “Series B Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13 of
this Agreement). 
  
 The Series A Notes and the Series B Notes are
sometimes referred to herein collectively as the “Notes.” The Series A Notes and the Series B Notes shall be substantially in the respective forms set out in Exhibits 1(a) and Exhibit 1(b), respectively, in each case with such
changes thereto, if any, as may be approved by the Purchasers and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise
specified, to a Schedule or an Exhibit attached to this Agreement. 








	2.	SALE AND PURCHASE OF NOTES. 

  
 Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the
Company, at the First Closing or the Second Closing, as applicable, as provided for in Section 3, Notes of the Series and in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the
principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance by any other Purchaser hereunder. 

 

	3.	CLOSINGS. 

  

	 	3.1.	First Closing. 

  
 The closing of the sale and purchase of $100,000,000 in aggregate principal amount of the Series B Notes to be purchased by the Purchasers shall occur at
the offices of Bingham McCutchen LLP, 399 Park Avenue, New York, New York 10022, at 10:00 a.m., local time, at a closing (the “First Closing”) on July 15, 2004 (the “First Closing Date”). At the First Closing the
Company will deliver to the Purchasers the Series B Notes to be purchased by such Purchasers in the form of a single Series B Note (or such greater number of Series B Notes in denominations of at least $100,000, as the Purchasers may request), dated
the First Closing Date and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), as indicated in Schedule A, against delivery by such Purchaser to the Company or its order of immediately available funds in the
amount of the purchase price therefor as directed by the Company in Schedule 3. 
  

	 	3.2.	Second Closing. 

  
 The closing of the sale and purchase of $100,000,000 in the aggregate principal amount of the Series A Notes to be purchased by the
Purchasers on the Second Closing Date shall occur at the offices of Bingham McCutchen LLP, 399 Park Avenue, New York, New York 10022, at 10:00 a.m., local time, at a closing (the “Second Closing”; the First Closing and the Second
Closing being sometimes referred to herein collectively as the “Closings” and individually as a “Closing”) on September 15, 2004 (the “Second Closing Date”). At the Second Closing the Company will
deliver to the Purchasers the Series A Notes to be purchased by such Purchasers in the form of a single Series A Note (or such greater number of Series A Notes in denominations of at least $100,000 as the Purchasers may request), dated the Second
Closing Date, and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), as indicated in Schedule A, against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of
the purchase price therefor as directed by the Company in Schedule 3. The failure of the Company to satisfy the conditions precedent set forth in Section 4 at the Second Closing shall relieve the Purchasers of all obligations under this Agreement
with respect to the Second Closing. 
  

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	 	3.3.	Failure of the Company to Deliver. 

  
 If on either Closing Date, the Company fails to tender to the Purchasers the Notes to be acquired by such Purchasers on such Closing Date, or if the
conditions specified in Section 4 have not been fulfilled to each Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement without thereby waiving any rights each such
Purchaser may have by reason of such failure or such nonfulfillment. In addition, if such tender shall not be made to any Purchaser on the Second Closing Date, or if any of the conditions specified in Sections 4.1, 4.2, 4.3, 4.4(a), 4.4(b), 4.4(c),
4.4(d), 4.4(e), 4.6 or 4.7 have not been fulfilled on such date, and such Purchaser does not purchase such Series A Notes as a result thereof, the Company shall pay to such Purchaser a Second Closing Compensation Amount with respect to the Series A
Notes to be purchased by such Purchaser on such date. As used herein the term “Second Closing Compensation Amount” shall mean, with respect to any Series A Note to be purchased at the Second Closing, an amount equal to 0.25% of the
aggregate principal amount of such Series A Notes to be purchased by such Purchaser as indicated in Schedule A. 
  

	4.	CONDITIONS TO CLOSINGS. 

  
 Each Purchaser’s obligation to purchase and pay for the Notes to be sold to it at each Closing is subject to the fulfillment to each such
Purchaser’s satisfaction, prior to or at such Closing, of the following conditions: 
  

	 	4.1.	Representations and Warranties. 

  
 The representations and warranties of the Company in this Agreement shall be correct when made and at the time of each Closing. 
  

	 	4.2.	Performance; No Default. 

  
 Each Obligor shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by
it prior to or at each Closing and, after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Schedule 5.14), no Default or Event of Default shall have occurred and be continuing.

  

	 	4.3.	Compliance Certificates. 

  
 (a) Company Officer’s Certificate. The Company shall have delivered to each Purchaser an Officer’s Certificate, dated the
applicable Closing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled. 
  
 (b) Company Secretary’s Certificate. The Company shall have delivered to each Purchaser a certificate, dated the applicable
Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and the Agreements. 
  
 (c) Subsidiary Guarantors’ Secretary’s Certificate. Each of the Subsidiary Guarantors shall
have delivered to each Purchaser a certificate, dated the applicable 
  

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 Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating
to the authorization, execution and delivery of the Subsidiary Guaranty by such Subsidiary Guarantor. 
  

	 	4.4.	Opinions of Counsel. 

  
 Each Purchaser shall have received opinions in form and substance satisfactory to it, dated such applicable Closing Date (a) from Holland & Knight
LLP, counsel for the Company and certain of the Subsidiary Guarantors, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as the Purchasers or their counsel may
reasonably request (and the Company hereby instructs its counsel to deliver such opinion to each Purchaser), (b) from Gallagher & Kennedy, PA., Arizona counsel for Brown & Brown Insurance of Arizona, Inc., covering the matters set forth in
Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as the Purchasers or their counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to each Purchaser), (c)
from Fitzpatrick Lentz & Bubba, P.C., Pennsylvania counsel for Brown & Brown of Lehigh Valley, Inc., covering the matters set forth in Exhibit 4.4(c) and covering such other matters incident to the transactions contemplated hereby as the
Purchasers or their counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to each Purchaser), (d) from Schreck Brignone, Nevada counsel for Brown & Brown Insurance of Nevada, Inc., covering the
matters set forth in Exhibit 4.4(d) and covering such other matters incident to the transactions contemplated hereby as the Purchasers or their counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to
each Purchaser), and (e) from Bingham McCutchen LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(e) and covering such other matters incident to such transactions as
any Purchaser may reasonably request. 
  

	 	4.5.	Purchase Permitted By Applicable Law, etc. 

  
 On such applicable Closing Date, each Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which
it is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any
applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or
regulation, which law or regulation was not in effect on the First Closing Date. If so requested, each Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as it may reasonably specify to enable such
Purchaser to determine whether such purchase is so permitted. 
  

	 	4.6.	Sale of Other Notes. 

  
 Contemporaneously with each Closing the Company shall sell to each Purchaser and each Purchaser shall purchase the Notes to be purchased by it at such
Closing as specified in Schedule A. 
  

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	 	4.7.	Payment of Special Counsel Fees. 

  
 Without limiting the provisions of Section 15.1, the Company shall have paid on or before such Closing the fees, charges and disbursements of the
Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to such applicable Closing Date. 
  

	 	4.8.	Private Placement Number. 

  
 A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National
Association of Insurance Commissioners) shall have been obtained for each Series of Notes. 
  

	 	4.9.	Changes in Corporate Structure. 

  
 Except as specified in Schedule 4.9, no Obligor shall have changed its jurisdiction of incorporation or been a party to any merger or consolidation and
shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. 
  

	 	4.10.	Subsidiary Guaranty. 

  
 Each Subsidiary Guarantor listed in Schedule 4.10 shall have executed and delivered to the Purchasers a guaranty agreement (as may be amended, restated or
modified from time to time, the “Subsidiary Guaranty”), substantially in the form of Exhibit 4.10. 
  

	 	4.11.	Amendments to Bank Credit Agreement. 

  
 The Company shall have delivered to the Purchasers fully executed copies of (a) that certain First Amendment to Amended and Restated Revolving and Term
Loan Agreement dated as of July 15, 2004 between the Company and SunTrust Bank, (b) that certain Agreement Regarding Confirmation and Release of Guarantors in connection with Revolving and Term Loan Agreement between the Company and SunTrust Bank
dated as of July 15, 2004, (c) that certain Second Amendment to Revolving Loan Agreement dated as of July 15, 2004 between the Company and SunTrust Bank and (d) that certain Agreement Regarding Confirmation and Release of Guarantors in connection
with Revolving Loan Agreement between the Company and SunTrust Bank dated as of July 15, 2004, each certified as true and correct by a Responsible Officer of the Company. 
  

	 	4.12.	Offeree Letter. 

  
 SunTrust Capital Markets, Inc. shall have delivered to the Company, its counsel, each of the Purchasers and the Purchasers’ special counsel an
offeree letter, in form and substance satisfactory to each Purchaser and the Company, confirming the manner of the offering of the Notes by SunTrust Capital Markets, Inc. 
  

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	 	4.13.	Wire Instructions. 

  
 No later than two (2) Business Days prior to each Closing, the Company shall have delivered to the Purchasers a letter on the Company’s letterhead
which provides the wiring instructions for the Purchasers to wire their funds for payment of the Notes. 
  

	 	4.14.	Proceedings and Documents. 

  
 All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such
transactions shall be satisfactory to each Purchaser and its special counsel, and each Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or its
counsel may reasonably request. 
  

	5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 

  
 The Company represents and warrants to each Purchaser that: 
  

	 	5.1.	Organization; Power and Authority. 

  
 The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly
qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and
proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. 
  

	 	5.2.	Authorization. 

  
 (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this
Agreement constitutes, and upon execution and delivery thereof each Note will constitute, legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability
may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law). 
  
 (b) The Subsidiary Guaranty has been duly authorized by all necessary corporate action on the part of each Subsidiary Guarantor party thereto, and the Subsidiary Guaranty constitutes the legal, valid and binding obligation of such
Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors’ 
  

 6 








 rights generally and (ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). 
  

	 	5.3.	Disclosure. 

  
 The Company, through its agent, SunTrust Capital Markets, Inc., has delivered to each Purchaser a copy of a Confidential Offering Memorandum, dated June
2004 (the “Memorandum”), relating to the transactions contemplated hereby. Except as disclosed in Schedule 5.3, this Agreement, the Memorandum, the documents, certificates or other writings identified in Schedule 5.3 and the
financial statements listed in Schedule 5.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under
which they were made. Except as disclosed in the Memorandum or as expressly described in Schedule 5.3, or in one of the documents, certificates or other writings identified therein, or in the financial statements listed in Schedule 5.5, since
December 31, 2003 there has been no change in the financial condition, operations, business or properties of the Company or any of its Subsidiaries except changes that individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect. 
  

	 	5.4.	Organization and Ownership of Shares of Subsidiaries. 

  
 (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each
Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary. 
  
 (b) All of the outstanding shares of Capital Stock of each
Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise
disclosed in Schedule 5.4). 
  
 (c) Each
Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal
entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and
proposes to transact, to execute and deliver the Subsidiary Guaranty, and to perform the provisions thereof. 
  

	 	5.5.	Financial Statements. 

  
 The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said
financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates 
  

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 specified in such Schedule and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal
year-end adjustments). 
  

	 	5.6.	Compliance with Laws, Other Instruments, etc. 

  
 The execution, delivery and performance by each Obligor of the Financing Documents to which such Obligor is a party will not (a) contravene, result in any
breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter
or by-laws, or any other Material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a
breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule
or regulation of any Governmental Authority applicable to the Company or any Subsidiary. 
  

	 	5.7.	Governmental Authorizations, etc. 

  
 No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the
execution, delivery or performance by (a) the Company of this Agreement or the Notes and (b) each Subsidiary Guarantor of the Subsidiary Guaranty. 
  

	 	5.8.	Litigation; Observance of Statutes and Orders. 

  
 (a) Except as disclosed in Schedule 5.8, there are no actions, suits or proceedings pending or, to the knowledge of the Company,
threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect. 
  
 (b) Neither the Company nor any Subsidiary is in default under any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or
regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. 
  

	 	5.9.	Taxes. 

  
 The Company and its Subsidiaries have filed all income tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown
to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for 
  

 8 








 any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount,
applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. Neither
the Company nor any Subsidiary has entered into any agreement with the Internal Revenue Service tolling the statute of limitations that is currently in effect with respect to any tax returns or any taxes due in respect thereof. 
  

	 	5.10.	Title to Property; Leases. 

  
 The Company and its Subsidiaries have good and sufficient title to their respective Material properties, including all such properties reflected in the
most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and
clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect
in all material respects. 
  

	 	5.11.	Licenses, Permits, etc. 

  
 Except as disclosed in Schedule 5.11, the Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents,
copyrights, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse
Effect. 
  

	 	5.12.	Compliance with ERISA. 

  
 (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such
instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty
or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such
liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax
provisions or to section 401(a)(29) or section 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material. 
  

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of
the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets
of such Plan allocable to such benefit liabilities by 
  

 9 








 more than $3,000,000 in the case of any single Plan and by more than $5,000,000 in the aggregate for all
Plans. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

  
 (c) The Company and its ERISA Affiliates have
not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material. 
  
 (d) The expected postretirement benefit obligation
(determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section
4980B of the Code) of the Company and its Subsidiaries is not Material. 
  
 (e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with
which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of each Purchaser’s
representation in Section 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser. 
  
 (f) Schedule 5.12 sets forth all ERISA Affiliates and all “employee benefit plans” maintained by the Company (or an
“affiliate” thereof) or in respect of which the Notes could constitute an “employer security” (“employee benefit plan” has the meaning specified in section 3 of ERISA, “affiliate” has the meaning specified in
section 407(d) of ERISA and section V of the Department of Labor Prohibited Transaction Exemption 95-60 (60 FR 35925, July 12, 1995) and “employer security” has the meaning specified in section 407(d) of ERISA). 
  

	 	5.13.	Private Offering by the Company. 

  
 Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the
same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and not more than thirty-eight (38) other Institutional Investors (as defined in clause (c) of the definition of such term), each of which
has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5
of the Securities Act. 
  

	 	5.14.	Use of Proceeds; Margin Regulations. 

  
 The Company will apply the proceeds of the sale of the Notes as set forth in Schedule 5.14. No part of the proceeds from the sale of the Notes hereunder
will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of 
  

 10 








 Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or
carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin
stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As
used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U. 
  

	 	5.15.	Existing Indebtedness. 

  
 Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as
of July 14, 2004 and sets forth a listing of the Subsidiaries obligated under the Subsidiary Guaranty. Since July 14, 2004 there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the
Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary
and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one
or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. 
  

	 	5.16.	Foreign Assets Control Regulations, etc. 

  
 Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate (a) the Trading with the Enemy Act, as amended, or
(b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, (i) neither the
Company nor any Subsidiary is or will become a blocked Person described by Section 1 of Executive Order 13224 of September 24, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (31
CFR Part 595 et seq.) and (ii) the Company and its Subsidiaries shall use all commercially reasonable efforts to refrain from engaging in any dealings or transactions, or is otherwise associated, with any such Person. 
  

	 	5.17.	Status under Certain Statutes. 

  
 Neither the Company nor any Subsidiary is (a) subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding
Company Act of 1935, as amended, or the Federal Power Act, as amended or (b) in violation of the USA Patriot Act. 
  

 11 









	6.	REPRESENTATIONS OF THE PURCHASER. 

  

	 	6.1.	Purchase for Investment. 

  
 Each Purchaser represents that it is purchasing the Notes for its own account or for one or more separate accounts or investments fund maintained or
managed by such Purchaser or for the account of one or more pension or trust funds over which such Purchaser has investment discretion and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s
property shall at all times be within such Purchaser’s control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or
if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes. 
  

	 	6.2.	Source of Funds. 

  
 Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a
“Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder: 
  
 (a) the Source is an “insurance company general account” (as defined in the United States Department of Labor Prohibited
Transaction Exemption (“PTE”) 95-60) (issued July 12, 1995) and in respect thereof each Purchaser represents that there is no “employee benefit plan” (as defined in section 3(3) of ERISA and section 4975(e)(1) of the Code,
treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of all contracts held by or on behalf of such plan
exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the National Association of Insurance Commissioners’ Annual Statement filed with such
Purchaser’s state of domicile; or 
  
 (b)
the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest
in such separate account (or to any participant or beneficiary of such employee benefit plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or 
  
 (c) the Source is either (i) an insurance company pooled
separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as disclosed by such Purchaser to the Company in writing
pursuant to this paragraph (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment
fund; or 
  

 12 








 (d) the Source constitutes assets of an “investment fund” (within the meaning
of part V of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment
fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of section V(c)(1) of the QPAM Exemption) of such employer or by the same employee
organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying
the definition of “control” in section V(e) of the QPAM Exemption) owns a 5% or greater interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment
fund have been disclosed to the Company in writing pursuant to this paragraph (d); or 
  
 (e) the Source constitutes assets of a “plan(s)” (within the meaning of section IV of PTE 96-23 (the “INHAM
Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of part IV of the INHAM exemption), the conditions of part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor
a person controlling or controlled by the INHAM (applying the definition of “control” in section IV(d) of the INHAM Exemption) owns a 5% or greater interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the
employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this paragraph (e); or 
  
 (f) the Source is a governmental plan; or 
  
 (g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans,
each of which has been identified to the Company in writing pursuant to this paragraph (g); or 
  
 (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. 
  
 As used in this Section 6.2, the terms “governmental plan”
and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA. 
  

	7.	INFORMATION AS TO COMPANY. 

  

	 	7.1.	Financial and Business Information. 

  
 The Company shall deliver to each holder of Notes that is an Institutional Investor: 
  
 (a) Quarterly Statements. — within 60 days after the end of each quarterly fiscal period in each
fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, 
  

 13 








 (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of
such quarter, and 
  
 (ii) consolidated
statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

  
 setting forth in each case in comparative form the figures for the
corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material
respects, the consolidated financial position of the companies being reported on and their consolidated results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time
period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this
Section 7.1(a); 
  
 (b) Annual Statements.
— within 90 days after the end of each fiscal year of the Company, duplicate copies of, 
  
 (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and 
  
 (ii) consolidated statements of income, changes in
shareholders’ equity and cash flows of the Company and its Subsidiaries, for such year, 
  
 setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified
public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and
cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides
a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report
to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section
7.1(b); 
  
 (c) SEC and Other Reports.
— promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each
registration statement that shall have become effective (without 
  

 14 








 exhibits except as expressly requested by such holder), and each final prospectus and all
amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission; 
  
 (d) Notice of Default or Event of Default. — promptly, and in any event within five Business Days after a Responsible Officer
becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; 
  
 (e) ERISA Matters. — with reasonable
promptness, and in any event within five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to
take with respect thereto: 
  
 (i) with respect
to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the First Closing Date; or 
  
 (ii) the taking by the PBGC of steps to institute, or the
threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a
Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or 
  
 (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate
pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to
Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; 
  
 (f) Rule 144A. — with reasonable promptness,
after any holder of Notes so requests, such information regarding the Obligors required to satisfy the requirements of Rule 144A under the Securities Act, as amended from time to time, in connection with any contemplated transfer of the Notes
pursuant to Rule 144A; and 
  
 (g) Requested
Information. — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of any
Obligor to perform its obligations under the Financing Documents to which it is a party as from time to time may be reasonably requested by any such holder of Notes. 
  

 15 








 7.2. Officer’s Certificate. 
  
 Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.2(b) hereof shall be
accompanied by a certificate of a Senior Financial Officer setting forth: 
  
 (a) Covenant Compliance. — the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.5, Section 10.6
and Section 10.9, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the
case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage at the end of such period or then in existence); and 
  
 (b) Event of Default. — a statement that such officer has reviewed the relevant terms
hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being
furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists
(including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall
have taken or proposes to take with respect thereto. 
  
 7.3.
Inspection. 
  
 The Company shall permit the representatives
of each holder of Notes that is an Institutional Investor: 
  
 (a) No Default. — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company and during normal business hours unless otherwise
agreed by the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and, with the consent of the Company (which consent
will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that neither the Company nor any of its
Subsidiaries shall be required to disclose information that the Company or such Subsidiary is prohibited from disclosing by the terms of a confidentiality agreement binding upon the Company or such Subsidiary and not entered into in contemplation of
this clause (a) provided the Company has made a good faith attempt to obtain consent from the party in whose favor the obligation of confidentiality was made to permit disclosure of the relevant information; and 
  

 16 








 (b) Default. — if a Default or Event of Default then exists, at the
expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss
their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its
Subsidiaries), all at such times and as often as may be requested. 
  
 8.
PREPAYMENT OF THE NOTES. 
  
 8.1. Required Prepayments.

  
 The outstanding principal amount, if any, of (a) the
Series A Notes shall be repaid by the Company, at par and without payment of the Make-Whole Amount or any premium, on September 15, 2011, and (b) the Series B Notes shall be repaid by the Company, at par and without payment of the Make-Whole Amount
or any premium, on July 15, 2014. 
  
 8.2. Optional Prepayments
with Make-Whole Amount. 
  
 The Company may, at its option,
upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the
principal amount so prepaid, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less
than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note and of each
Series held by such holder to be prepaid (determined in accordance with Section 8.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior
Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such
prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. 
  
 8.3. Prepayment of Notes Upon Change in Control. 
  
 (a) Notice of Change in Control. The Company will,
within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. In the case that a Change in Control has occurred, such notice
shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.3. 
  
 (b) Offer to Prepay Notes. The offer to prepay Notes
contemplated by subparagraph (a) of this Section 8.3 shall be an offer to prepay, in accordance with and 
  

 17 








 subject to this Section 8.3, all, but not less than all, of the Notes held by each holder (in this case
and in the case of Section 8.4(a) only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Change in
Control Prepayment Date”) that is not less than 45 days and not more than 60 days after the date of such offer (if the Change in Control Prepayment Date shall not be specified in such offer, the Change in Control Prepayment Date shall be
the 45th day after the date of such offer). 
  
 (c) Acceptance; Rejection. A holder of Notes may accept the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance to be delivered to the Company not more than 30 days after the date the written
offer notice referred to in subsection (a) of this Section 8.3 is given to the holders of the Notes. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.3 shall be deemed to constitute a rejection of such
offer by such holder on the last date for acceptance provided for in this subsection (c). 
  
 (d) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of the principal amount of such
Notes, together with interest on such Notes accrued to the applicable Change in Control Prepayment Date. Each prepayment of Notes pursuant to this Section 8.3 shall be made on the applicable Change in Control Prepayment Date. 
  
 (e) Officer’s Certificate. Each offer to prepay
the Notes pursuant to this Section 8.3 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the proposed Change in Control Prepayment Date; (ii) that such
offer is made pursuant to this Section 8.3; (iii) the principal amount of each Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid as of the Change in Control Prepayment Date; (v) that the conditions of
this Section 8.3 have been fulfilled; and (vi) in reasonable detail, the nature and date of the Change in Control (including, if known, the name or names of the Person or Persons acquiring control). 
  
 (f) “Change in Control Defined.” A
“Change in Control” shall occur if any Person or group of Persons acting in concert, together with Affiliates thereof (other than members of the Brown Family), shall in the aggregate, directly or indirectly, control or own
(beneficially or otherwise) more than 50% of the issued and outstanding Voting Stock of the Company at any time after the First Closing Date or shall otherwise have the ability to elect a majority of the members of the board of directors of the
Company. 
  
 8.4. Offer to Prepay upon the Sale of Certain
Assets. 
  
 (a) Notice and Offer. In
the event of any Debt Prepayment Application under Section 10.3 of this Agreement (a “Debt Prepayment Transfer”), the Company will offer to prepay the Notes (the “Transfer Prepayment Offer”) in compliance with the
requirements for a Debt Prepayment Application (as set forth in the definition thereof), and give written notice of such offer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer
to prepay, at the 
  

 18 








 election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable
Portion of the Net Proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of
such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the fortieth (40th) day after
the date of such notice. 
  
 (b) Acceptance
and Payment. To accept such Transfer Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than ten (10) Business Days after the date of such written notice from the Company,
provided, that failure to accept such offer in writing within ten (10) Business Days after the date of such written notice shall be deemed to constitute a rejection of the Transfer Prepayment Offer. If so accepted by any holder of a Note, such
offered prepayment (equal to not less than such holder’s Ratable Portion of the Net Proceeds in respect of such Debt Prepayment Transfer) shall be due and payable on the Transfer Prepayment Date. Such offered prepayment shall be made at one
hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Transfer Prepayment Date. 
  
 (c) Officer’s Certificate. Each Transfer Prepayment Offer pursuant to this Section 8.4 shall be
accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying (i) the Transfer Prepayment Date, (ii) the Net Proceeds in respect of the applicable Debt Prepayment Transfer, (iii)
that such offer is being made pursuant to Section 8.4 and Section 10.3 of this Agreement, (iv) the principal amount of each Note offered to be prepaid, (v) the interest that would be due on each Note offered to be prepaid, accrued to the Transfer
Prepayment Date, (vi) the calculation of the Ratable Portion of the Net Proceeds in respect of such Debt Prepayment Transfer and (vii) in reasonable detail, the nature of the Transfer giving rise to such Debt Prepayment Transfer and certifying that
no Default or Event of Default exists or would exist after giving effect to the prepayment contemplated by such offer. 
  
 (d) Notice Concerning Status of Holders of Notes. Promptly after each Transfer Prepayment Date and the making of all prepayments
contemplated on such Transfer Prepayment Date under this Section 8.4 (and, in any event, within thirty (30) days thereafter), the Company shall deliver to each holder of Notes a certificate signed by a Senior Financial Officer of the Company
containing a list of the then current holders of Notes (together with their addresses) and setting forth as to each such holder the outstanding principal amount of Notes held by such holder at such time. 
  
 8.5. Allocation of Partial Prepayments. 
  
 In the case of each partial prepayment of the Notes pursuant to Section 8.2,
the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment,
without regard to the Series of such Notes. 
  

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 8.6. Maturity; Surrender, etc. 
  
 In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall
mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to
pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company
and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note. 
  
 8.7. Purchase of Notes. 
  
 The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding
Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata (without regard to Series) to the holders
of all Notes at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 14
Business Days. If the holders of more than 15% of the principal amount of the Notes then outstanding timely accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders
of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or
any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. 
  
 8.8. Make-Whole Amount. 
  
 The term “Make-Whole Amount” means, with respect to any
Note of either Series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note of such Series over the amount of such Called Principal, provided that
the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: 
  
 “Called Principal” means, with respect to any Note of either Series, the principal of such Note that is to
be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. 
  
 “Discounted Value” means, with respect to the Called Principal of any Note of either Series, the amount obtained by discounting all
Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor
(applied on the same periodic basis as that on 
  

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 which interest on such Series of Notes is payable) equal to the Reinvestment Yield with respect to such
Called Principal. 
  
 “Reinvestment Yield”
means, with respect to the Called Principal of any Note of either Series, 0.50% over the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with
respect to such Called Principal, on the display designated as “Page PX1” on the Bloomberg Financial Market Service (or such other display as may replace Page PX1 on Bloomberg Financial Market Service) for actively traded U.S. Treasury
securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury
Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15
(519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined,
if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the actively traded U.S. Treasury security with the duration closest to
and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the duration closest to and less than the Remaining Average Life. The Reinvestment Yield will be rounded to the number of decimals as appears in the
coupon for the applicable Series of Notes. 
  
 “Remaining
Average Life” means, with respect to any Called Principal of either Series of Notes, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained
by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to
such Called Principal and the scheduled due date of such Remaining Scheduled Payment. 
  
 “Remaining Scheduled Payments” means, with respect to the Called Principal of any Note of either Series, all payments of such Called Principal and interest thereon that would be due after the
Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under
the terms of the Notes of such Series, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section
8.2 or Section 12.1. 
  
 “Settlement Date”
means, with respect to the Called Principal of any Note of either Series, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as
the context requires. 
  

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 9. AFFIRMATIVE COVENANTS. 
  
 The Company covenants that so long as any of the Notes are outstanding: 
  
 9.1. Compliance with Law. 
  
 The Company will and will cause each of its Subsidiaries to comply with all
laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not reasonably be expected, individually or in the aggregate, to have a materially adverse effect on
the business, operations, affairs, financial condition, properties or assets of the Company and its Subsidiaries taken as a whole. 
  
 9.2. Insurance. 
  
 The Company will and will cause each of its Subsidiaries to maintain, with financially sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self- insurance, if adequate reserves are maintained with respect thereto) as
is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated. 
  
 9.3. Maintenance of Properties. 
  
 The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good
repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section 9.3 shall not prevent the Company or any
Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would not, individually or in the
aggregate, have a materially adverse effect on the business, operations, affairs, financial condition, properties or assets of the Company and its Subsidiaries taken as a whole. 
  
 9.4. Payment of Taxes. 
  
 The Company will and will cause each of its Subsidiaries to file all income tax or similar tax returns required to be filed in any jurisdiction and to pay
and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies payable by any of them, to the extent such taxes and assessments have become due and payable and before they have
become delinquent, provided that neither the Company nor any Subsidiary need pay any such tax or assessment if (a) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith
and in appropriate 
  

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 proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the
books of the Company or such Subsidiary or (b) the nonpayment of all such taxes and assessments in the aggregate would not reasonably be expected to have a materially adverse effect on the business, operations, affairs, financial condition,
properties or assets of the Company and its Subsidiaries taken as a whole. 
  
 9.5. Corporate Existence, etc. 
  
 The Company will at all times preserve and keep in full force and effect its corporate existence. Except as provided in Section 10.2 and Section 10.3, the Company will at all times preserve and keep in full force and effect the corporate
existence of each of its Subsidiaries (unless merged into the Company or a Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and
keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a materially adverse effect on the business, operations, affairs, financial condition, properties or assets of the Company
and its Subsidiaries taken as a whole. 
  
 9.6. Subsidiary
Guarantors. 
  
 (a) The Company will cause
each Subsidiary which has provided or does provide a Guaranty of the Indebtedness of the Company or any Subsidiary under a Bank Credit Agreement (regardless of whether it has previously been discharged from any such Guaranty and becomes liable under
a new Guaranty) to become a Subsidiary Guarantor on a joint and several basis with all other Subsidiary Guarantors under the Subsidiary Guaranty as promptly as practicable after (but in any event within 30 days of) the date such Subsidiary first
guaranties such Indebtedness, by causing such Subsidiary to execute and deliver to the holders of the Notes a joinder agreement to the Subsidiary Guaranty in the form attached to the Subsidiary Guaranty, together with all documents and opinions
which the Required Holders may reasonably request relating to the existence of such Subsidiary, the corporate or other authority for and the validity of the Subsidiary Guaranty, and any other matters reasonably determined by the Required Holders to
be relevant thereto, all in form and substance reasonably satisfactory to the Required Holders. 
  
 (b) The holders of the Notes agree that if the obligations of a Subsidiary Guarantor, whether direct or indirect, as a co-borrower,
guarantor or otherwise, of any Indebtedness of the Company or its Subsidiaries under any Bank Credit Agreement shall, at any time after the First Closing Date, be terminated by the holders of such Indebtedness, the holders of the Notes shall, within
30 days of receipt of a written request of the Company, take such action and execute such documents as the Company or such Subsidiary shall reasonably request to give effect to the termination, release and discharge of such Subsidiary’s
obligations under the Subsidiary Guaranty so long as no Default or Event of Default is continuing;; provided, however, that such Subsidiary Guarantor shall not be released from its obligations as a Subsidiary Guarantor if in connection with
the release of such Subsidiary Guarantor from its obligations under its Guaranty of the Indebtedness of the Company or any Subsidiaries under any Bank Credit 
  

 23 








 Agreement, the Company or any of its Subsidiaries pays any consideration to the holders of such
Indebtedness in consideration of such release, unless the holders of Notes are paid equivalent consideration for such release; and provided, further, that in the event any such Subsidiary Guarantor shall at any time after the release
provided for in this Section 9.6 enter into a Guaranty of, or otherwise become directly or indirectly liable for (whether by way of becoming a co-borrower, guarantor or otherwise), all or any part of the Indebtedness of the Company or its
Subsidiaries under a Bank Credit Agreement, the Company will cause such Subsidiary Guarantor contemporaneously with entering into any such Guaranty or incurring such liability (and in any event within 30 days thereafter) to execute and deliver to
the holders of the Notes, (i) a joinder agreement to the Subsidiary Guaranty in accordance with the provisions thereof, and (ii) such opinions of counsel, certificates accompanying authorizing resolutions and corporate or similar documents, and such
other agreements, instruments and other documents as the Required Holders may reasonably request, each of foregoing in form and substance reasonably satisfactory to the Required Holders. 
  
 10. NEGATIVE COVENANTS. 
  
 The Company covenants that so long as any of the Notes are outstanding: 
  
 10.1. Transactions with Affiliates. 
  
 The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or
Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant
to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction
with a Person not an Affiliate. 
  
 10.2. Merger,
Consolidation, etc. 
  
 The Company will not, nor will it
permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets or a controlling equity interest in a Subsidiary Guarantor in a single transaction or series of
transactions to any Person (except that a Subsidiary Guarantor may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, the Company or another
Subsidiary of the Company so long as in each case, the survivor of such merger or consolidation or the transferee of such assets shall have assumed such Guaranty and (y) convey, transfer or lease all or substantially all of its assets (including any
such transaction effected by means of a merger or consolidation of such Subsidiary Guarantor with or into another Person) in compliance with the provisions of Section 10.3), provided that the foregoing restriction does not apply to the
consolidation or merger of the Company or a Subsidiary Guarantor with the Company or another Subsidiary Guarantor, or the conveyance, transfer or lease of all or substantially all of the assets of the Company or a Subsidiary Guarantor, or a
controlling equity interest in a Subsidiary Guarantor, in a single transaction or series of transactions to any Person so long as: 
  

 24 








 (a) the successor formed by such consolidation or the survivor of such merger or the
Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company or such Subsidiary Guarantor, or a controlling equity interest in a Subsidiary Guarantor, as the case may be (the “Successor
Corporation”), shall be a solvent entity organized and existing under the laws of the United States or any State thereof (including the District of Columbia); 
  
 (b) if the Company or a Subsidiary Guarantor is party to such transaction and is not the Successor
Corporation, such Person shall (i) have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of such Obligor, as the case may be, under the applicable
Financing Documents in form and substance satisfactory to the Required Holders and (ii) have caused to be delivered to each holder of any Notes an opinion reasonably satisfactory to the Required Holders of nationally recognized independent counsel,
or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their respective terms and comply with the terms hereof;

  
 (c) to the extent the Company is a party and
is not the surviving Person of such transaction, each Subsidiary Guarantor shall have executed and delivered to each holder of Notes its reaffirmation of its obligations under the Subsidiary Guaranty in form and substance satisfactory to the
Required Holders; and 
  
 (d) immediately after
giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing, to be determined on a Pro Forma Basis with respect to compliance with Sections 10.5 and 10.6, and the Company shall have delivered to each
holder of the Notes computations evidencing compliance with such Sections. 
  
 No
such conveyance, transfer or lease of all or substantially all of the assets of any Obligor shall have the effect of releasing such Obligor or any Successor Corporation that shall theretofore have become such in the manner prescribed in this Section
10.2 from its liability under the applicable Financing Documents. 
  
 10.3. Sale of Assets. 
  
 Except as permitted
under Section 10.2, the Company will not, and will not permit any Subsidiary to, make any Asset Disposition unless: 
  
 (a) in the good faith opinion of the Company, the Asset Disposition is in exchange for consideration having a Fair Market Value at least
equal to that of the property exchanged and is in the best interest of the Company or such Subsidiary provided, however, that the Company and its Subsidiaries shall be permitted to engage in Asset Dispositions that are in the best interest of the
disposing Person, regardless of whether such Person receives Fair Market Value for the property subject thereto, so long as the aggregate Disposition Value of all property subject to any such Asset Disposition 
  

 25 








 in any fiscal year is not in excess of 2% of Consolidated Total Assets (determined as of
the end of the then most recently ended fiscal year of the Company); 
  
 (b) immediately after giving effect to the Asset Disposition, no Default or Event of Default would exist; and 
  
 (c) immediately after giving effect to the Asset Disposition, the Disposition Value of all property that was the subject of any Asset
Disposition occurring in the then current fiscal year of the Company would not exceed 15% of Consolidated Total Assets (determined as of the end of the then most recently ended fiscal year of the Company). 
  
 If an amount equal to the Net Proceeds arising from any Asset Disposition is
applied to a Debt Prepayment Application or a Property Reinvestment Application within 365 days after the date of such Asset Disposition, then such Asset Disposition, only for the purpose of determining compliance with subsection (c) of this Section
10.3 as of any date, shall be deemed not to be an Asset Disposition as of the date of such application. 
  
 10.4. Limitation on Liens. 
  
 The Company will not, and will not permit any Subsidiary to, directly or indirectly create, incur, assume or permit to exist any Lien on or with respect
to any property or assets (including, without limitation, any document or instrument in respect of goods or accounts receivable) of the Company or any Subsidiary whether now owned or held or hereafter acquired, or any income or profits therefrom, or
assign or otherwise convey any right to receive income or profits except for the following: 
  
 (a) Liens for taxes, assessments or other governmental charges which are not yet due and payable or the payment of which is not at the
time required by Section 9.4; 
  
 (b) Liens
incidental to the normal conduct of the business of the Company or any Subsidiary or the ownership of its property which are not incurred in connection with the incurrence of Indebtedness and rights of set-off incurred in the ordinary course of
business and which do not, in the aggregate, materially impair the use of such property in the operation of the business of the Company and its Subsidiaries taken as a whole or the value of such property for the purposes of such business (including
without limitation, contingent liens arising in favor of insurance carriers under agency agreements with the Company or any Subsidiary; 
  
 (c) minor survey exceptions or minor encumbrances which are necessary for the conduct of the activities of the Company and its
Subsidiaries or which customarily exist on properties of corporations engaged in similar activities, which do not materially impair their use in operations of the business of the Company and its Subsidiaries; 
  
 (d) Liens created by or resulting from any litigation or
legal proceeding which is currently being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 
  

 26 








 (e) Liens on property or assets of the Company or any of its Subsidiaries securing
Indebtedness owing to the Company or to a Wholly-Owned Subsidiary; 
  
 (f) Liens in existence at on the First Closing Date and securing the Indebtedness of the Company and its Subsidiaries as set forth in Schedule 5.15; 
  
 (g) Liens securing any obligations of a Person existing at the time such Person becomes a Subsidiary or is
merged into or consolidated with the Company or a Subsidiary or Liens on an asset existing at the time such asset shall have first been acquired by the Company or any Subsidiary, provided that (i) such Liens shall not extend to or cover any
property other than the property subject to such Liens immediately prior to such time, (ii) such Liens shall not have been created in contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary, (iii) the amount
of the commitment in respect of the obligations secured by such Liens is not increased after such time and (iv) the principal amount of the obligations secured by any such Lien shall not exceed the Fair Market Value (as determined in good faith by a
Responsible Officer of the Company) of such property and any improvements thereon at the time such Person becomes a Subsidiary or is merged into or consolidated with the Company or a Subsidiary or such asset is acquired; 
  
 (h) any Lien created on tangible real or personal property
(or any improvement thereon) to secure all or any part of the purchase price or cost of construction, improvement or development of such tangible real or personal property (or any improvement thereon), or to secure Indebtedness incurred or assumed
to pay all or any part of the purchase price or the cost of construction of tangible real or personal property (or any improvement thereon) acquired or constructed by the Company or any Subsidiary after the First Closing Date, provided that

  
 (i) the principal amount of the Indebtedness
secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Company or such Subsidiary of the property (or improvement thereon) so acquired or constructed and (B) the Fair Market Value (as determined in good
faith by a Responsible Officer of such Person) of such property and any improvements thereon at the time of such acquisition or construction; 
  
 (ii) each such Lien shall extend solely to the item or items of property (or improvement thereon) so acquired or constructed and, if
required by the terms of the instrument originally creating such Lien, other property (or improvement thereon) which is an improvement to or is acquired for specific use in connection with such acquired or constructed property (or improvement
thereon); and 
  
 (iii) any such Lien shall be
created contemporaneously with, or within 180 days after, the acquisition or construction of such property (or improvement thereon); 
  
 (i) any Lien renewing, extending or refunding Liens permitted by paragraphs (g) and (h) of this Section 10.4, provided that (i) the
amount of the commitment in respect 
  

 27 








 of the Indebtedness secured by such Lien immediately prior to such renewal, extension or refunding is not
increased or the maturity thereof reduced, (ii) such Lien is not extended to any other property, and (iii) immediately after such extension, renewal, or refunding, no Default or Event of Default would exist; and 
  
 (j) Liens not otherwise permitted by subsections (a) through
(j) above, provided that after giving effect to any such Liens Priority Debt will not at any time exceed 20% of Consolidated Net Worth (determined as of the last day of the then most recently ended fiscal quarter of the Company). 

 
 10.5. Leverage Ratio. 
  
 The Company will not, at any time, permit the ratio of Consolidated Net
Indebtedness as of the end of any fiscal quarter of the Company to Consolidated EBITDA, for the period of four consecutive fiscal quarters of the Company ending with and including such fiscal quarter, to be greater than 2.75 to 1.00. 
  
 10.6. Fixed Charge Coverage Ratio. 
  
 The Company will not permit the Fixed Charge Coverage Ratio, to be less than
1.50 to 1.0 at the end of any fiscal quarter. 
  
 10.7.
Subsidiary Debt. 
  
 The Company will not at any time permit
any Subsidiary to, directly or indirectly, create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than: 
  
 (a) Indebtedness of a Subsidiary outstanding on the First
Closing Date and disclosed in Schedule 5.15 and any extension, renewal or refunding thereof, provided that the amount of the commitment in respect of such Indebtedness in effect immediately before giving effect to such extension, renewal or
refunding is not increased, the maturity thereof is not reduced and no Default or Event of Default exists at the time of such extension, renewal or refunding; 
  

(b) Indebtedness of a Subsidiary owed to the Company or a Wholly-Owned Subsidiary; 
  
 (c) Indebtedness of a Subsidiary outstanding at the time
such Subsidiary becomes a Subsidiary, provided that (i) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary, (ii) immediately after such Person becomes a Subsidiary no Default
or Event of Default shall exist, and (iii) such Indebtedness shall cease to be permitted under this clause (c) to the extent that such Indebtedness remains Indebtedness of a Subsidiary on the 365th day after such Person became a Subsidiary, and such Indebtedness may be extended, renewed or refunded if immediately after such extension, renewal or
refunding no Default or Event of Default would exist but shall cease to be permitted under this clause (c) on the 365th day after such Person becomes a Subsidiary; and 
  

 28 








 (d) Indebtedness of a Subsidiary in addition to that otherwise permitted by the foregoing
provisions of this Section 10.7, provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and the concurrent retirement of any
other Indebtedness, no Default or Event of Default exists. 
  
 10.8. Restrictions on Dividends of Subsidiaries, etc. 
  
 The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any agreement or other arrangements that would prohibit, restrict or impose any condition upon such
Subsidiary’s ability or right to pay dividends or other distributions to, or make advances to or Investments in, the Company, or, if such Subsidiary is not directly owned by the Company, the “parent” Subsidiary of such Subsidiary;
provided that (x) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement and (y) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted under the terms of this Agreement. 
  
 10.9. Limitation on Priority Debt. 
  
 The Company will not permit Priority Debt, determined at any time, to exceed 20% of Consolidated Net Worth, determined as of
the last day of the then most recently ended fiscal quarter of the Company. 
  
 10.10. No Limitation on Prepayments or Amendments to Certain Financing Documents. 
  
 The Company will not, nor will it permit any Subsidiary to, be a party to any agreement or instrument limiting its rights (a) to make payments or
prepayments on the Notes, whether optional or mandatory, under this Agreement, or (b) to amend or waive any term or provision of this Agreement, the Notes or the Subsidiary Guaranty. 
  
 10.11. Line of Business. 
  
 The Company will not, and will not permit any of its Subsidiaries to, engage to any substantial extent in any business other than the businesses in which
the Company and its Subsidiaries are engaged on the date of this Agreement as described in the Memorandum and businesses reasonably related thereto, in furtherance thereof or ancillary thereto. 
  
 11. EVENTS OF DEFAULT. 
  
 An “Event of Default” shall exist if any of the following
conditions or events shall occur and be continuing: 
  
 (a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or 

 

 29 








 (b) the Company defaults in the payment of any interest on any Note for more than five
Business Days after the same becomes due and payable; or 
  
 (c) the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or Section 10; or 
  
 (d) the Company defaults in the performance of or compliance with any term contained herein (other than those terms referred to in
paragraphs (a), (b) and (c) of this Section 11) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default
from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this paragraph (d) of Section 11); or 
  
 (e) any representation or warranty made in writing by or on behalf of any Obligor or by any officer of such
Obligor in any Financing Document or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any Material respect on the date as of which made; or 
  
 (f) (i) the Company or any Subsidiary is in default (as
principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least $25,000,000 beyond any period of grace
provided with respect thereto, or (ii) the Company or any Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least $25,000,000 or of any
mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared, due and payable before its stated maturity or before its
regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity
interests), (x) the Company or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $25,000,000,
or (y) one or more Persons have required that the Company or any Subsidiary purchase or repay such Indebtedness; or 
  
 (g) the Company or any Significant Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they
become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to
it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or 
  

 30 








 (h) a court or governmental authority of competent jurisdiction enters an order
appointing, without consent by the Company or any of its Significant Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an
order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or
liquidation of the Company or any of its Significant Subsidiaries, or any such petition shall be filed against the Company or any of its Significant Subsidiaries and such petition shall not be dismissed within 60 days; or 
  
 (i) a final judgment or judgments for the payment of money
aggregating in excess of $25,000,000 are rendered against one or more of the Company and its Significant Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged
within 60 days after the expiration of such stay; or 
  
 (j) any Subsidiary Guarantor fails or neglects in any material respect to observe, perform or comply with any term, provision or covenant contained in the Subsidiary Guaranty; or 
  
 (k) the Subsidiary Guaranty is not or ceases to be effective
against any Subsidiary Guarantor or is alleged by any Obligor to be ineffective against any Subsidiary Guarantor for any reason unless, in each case, the Company is in compliance with Section 9.6 without such Subsidiary being a Subsidiary Guarantor;
or 
  
 (l) if (i) any Plan shall fail to satisfy
the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any
Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or
any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with
Title IV of ERISA, shall exceed $25,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating
to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in
a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, would reasonably
be expected to have a Materially Adverse Effect. 
  
 As used in Section 11(l), the
terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in Section 3 of ERISA. 
  

 31 








 12. REMEDIES ON DEFAULT, ETC. 
  
 12.1. Acceleration. 
  
 (a) If an Event of Default with respect to the Company described in Section 11(g) or 11(h) (other than an Event of Default described in
clause (i) of paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and
payable. 
  
 (b) If any other Event of Default
has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. 
  
 (c) If any Event of Default described in paragraph (a) or
(b) of Section 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it
or them to be immediately due and payable. 
  
 Upon any Notes
becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole
Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby
waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision
for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

  
 12.2. Other Remedies. 
  
 If any Default or Event of Default has occurred and is continuing, and
irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit
in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power
granted hereby or thereby or by law or otherwise. 
  
 12.3.
Rescission. 
  
 At any time after any Notes have been
declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the
Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and 
  

 32 








 payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and
Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of either Series of the Notes, at the Default Rate for such Series, (b) all Events of Default and Defaults, other than non-payment of amounts
that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission
and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 
  
 12.4. No Waivers or Election of Remedies, Expenses, etc. 
  

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or
now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover
all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements. 
  
 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES. 
  
 13.1. Registration of Notes. 
  
 The Company shall keep at its principal executive office a register for the
registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due
presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to
the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. 
  
 13.2. Transfer and Exchange of Notes. 
  
 Upon surrender of any Note at the principal executive office of the Company
for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly
authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same
Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall
be substantially in the form of Notes for such Series set forth in Exhibit 1(a) or Exhibit 1(b), as the case may be. Each such new Note shall be 
  

 33 








 dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of
the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in
denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a
Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2. 
  
 13.3. Replacement of Notes. 
  
 Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and 
  
 (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided
that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $100,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be
satisfactory), or 
  
 (b) in the case of
mutilation, upon surrender and cancellation thereof, 
  
 the Company at its own
expense shall execute and deliver, in lieu thereof, a new Note of the same Series, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost,
stolen, destroyed or mutilated Note if no interest shall have been paid thereon. 
  
 14. PAYMENTS ON NOTES. 
  
 14.1. Place of
Payment. 
  
 Subject to Section 14.2, payments of principal,
Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in Daytona Beach, Florida at the principal office of the Company in such jurisdiction. The Company may at any time, by notice to each holder of a Note,
change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction. 
  
 14.2. Home Office Payment. 
  
 So long as any Purchaser or its nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such
purpose below such Purchaser’s name in Schedule A, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the 
  

 34 








 presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the
Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive
office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by any Purchaser or its nominee such Purchaser will, at its election, either endorse thereon
the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section
14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by such Purchaser under this Agreement and that has made the same agreement relating to such Note as such Purchaser has made in this Section 14.2.

  
 15. EXPENSES, ETC. 
  
 15.1. Transaction Expenses. 
  
 Whether or not the transactions contemplated hereby are consummated, the
Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by each Purchaser or holder of a Note in connection with such transactions and in
connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or the Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and
expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or the Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement, the Notes or the Subsidiary Guaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the
insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. The Company will pay, and will save each Purchaser and each other holder of a
Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by any Purchaser). 
  
 15.2. Survival. 
  
 The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any
provision of this Agreement or the Notes, and the termination of this Agreement. 
  
 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. 
  
 All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest
therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on 
  

 35 








 behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument
delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and
understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. 
  

	17.	AMENDMENT AND WAIVER. 

  

	 	17.1.	Requirements. 

  
 This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively),
with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be
effective as to any holder unless consented to by such holder in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of
Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, either
Series of the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20. 
  

	 	17.2.	Solicitation of Holders of Notes. 

  
 (a) Solicitation. The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with
sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which
it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes. 
  
 (b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental
or additional interest, fee or otherwise, or grant any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless
such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment. 
  

	 	17.3.	Binding Effect, etc. 

  
 Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future
holder of any Note and upon 
  

 36 








 the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment
or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any
delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from
time to time be amended or supplemented. 
  

	 	17.4.	Notes held by Company, etc. 

  
 Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved
or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the
aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding. 
  

	18.	NOTICES. 

  
 All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy
of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such
notice must be sent: 
  
 (i) if to any Purchaser
or its nominee, to such Purchaser or its nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or its nominee shall have specified to the Company in writing, 
  
 (ii) if to any other holder of any Note, to such holder at
such address as such other holder shall have specified to the Company in writing, or 
  
 (iii) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of Cory T. Walker, with a copy
to the attention of Laurel Grammig, or at such other address as the Company shall have specified to the holder of each Note in writing. 
  
 Notices under this Section 18 will be deemed given only when actually received. 
  

	19.	REPRODUCTION OF DOCUMENTS. 

  
 This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed,
(b) documents received by any Purchaser at each Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to the holders of Notes, may be reproduced by the holders of
the Notes by any photographic, photostatic, microfilm, 
  

 37 








 microcard, miniature photographic or other similar process and the holders of Notes may destroy any original document so
reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is
in existence and whether or not such reproduction was made by such holder in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall
not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. 
  

	20.	CONFIDENTIAL INFORMATION. 

  
 For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser or holder or nominee by or
on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when
received by such Purchaser as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such
disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on its behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or by
any Person known by such Purchaser as owing a duty of confidentiality with respect to such information to the Company or any Subsidiary, or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise
publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such
Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the
administration of the investment represented by such Purchaser’s Notes), except that the permission set forth in this clause (i) shall not extend to any such person engaged in the design, sale, underwriting or management of insurance products,
(ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional
Investor to which such Purchaser sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this
Section 20), (v) any Person from which such Purchaser offers to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi)
any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information
about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in
response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably 
  

 38 








 determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of its
rights and remedies under its Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this
Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to
this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. 
  

	21.	SUBSTITUTION OF PURCHASER. 

  
 Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that such Purchaser has agreed to purchase
hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of
the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever the word “Purchaser” is used in this Agreement (other than in this Section 21), such word shall be deemed to refer to such
Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to such Purchaser all of the Notes then held by such Affiliate, upon receipt by the
Company of notice of such transfer, wherever the word “Purchaser” is used in this Agreement (other than in this Section 21), such word shall no longer be deemed to refer to such Affiliate, but shall refer to such Purchaser, and such
Purchaser shall have all the rights of an original holder of the Notes under this Agreement. 
  

	22.	MISCELLANEOUS. 

  

	 	22.1.	Successors and Assigns. 

  
 All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not. 
  

	 	22.2.	Payments Due on Non-Business Days. 

  
 Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or Make-Whole Amount or interest on any Note that is
due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day. 
  

	 	22.3.	Severability. 

  
 Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such
provision in any other jurisdiction. 
  

 39 









	 	22.4.	Construction. 

  
 Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein,
so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 
  

	 	22.5.	Counterparts. 

  
 This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 
  

	 	22.6.	Governing Law. 

  
 THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 
  
 [Remainder of Page Intentionally Left Blank; Next Page is Signature Page] 
  

 40 








 If each Purchaser is in agreement with the foregoing, please sign the form of agreement on the
accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between the Purchasers and the Company. 
  
  

			
	 Very truly yours,

	
	 BROWN & BROWN, INC.

		
	 By:
	 	 /S/ CORY T. WALKER


	 Name:
	 	 Cory T. Walker

	 Title:
	 	 Treasurer



  

 Schedule A-1 








 The foregoing is hereby 
 agreed to as of the 
 date thereof. 
  
 THE VARIABLE ANNUITY LIFE INSURANCE COMPANY 
  
 THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK 
  
 AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY 
 OF
NEW YORK 
  
 AIG LIFE INSURANCE COMPANY 
  

	

  

					
	 BY:
	 	 AIG Global Investment Corp., investment adviser

			
	 	 	 By:
	 	 /S/ GERALD F. HERMAN


	 	 	 Name:
	 	 Gerald F. Herman

	 	 	 Title:
	 	 Vice President


  

 Schedule A-2 








 NEW YORK LIFE INSURANCE COMPANY 
  

			
	 By:
	 	 /S/ POST HOWLAND


	 Name:
	 	 A. Post Howland

	 Title:
	 	 Investment Vice President


  
 NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION 

					
	 By:
	 	New York Life Investment Management, LLC,
	 	 	Its Investment Manager
			
	 	 	 By:
	 	 /S/ POST HOWLAND


	 	 	 Name:
	 	 A. Post Howland

	 	 	 Title:
	 	 Director


  
 NEW YORK LIFE INSURANCE AND ANNUITY

 CORPORATION INSTITUTIONALLY OWNED 
 LIFE INSURANCE SEPARATE ACCOUNT 

					
	 By:
	 	New York Life Investment Management LLC,
	 	 	Its Investment Manager
			
	 	 	 By:
	 	 /S/ POST HOWLAND


	 	 	 Name:
	 	 A. Post Howland

	 	 	 Title:
	 	 Director


  

 Schedule A-3 









					
	 CONNECTICUT GENERAL LIFE INSURANCE COMPANY

	 By:
	 	 CIGNA Investments, Inc.

			
	 	 	By:	 	 /S/ DEBRA J. HEIGHT


	 	 	Name:	 	Debra J. Height
	 	 	Title:	 	Managing Director

  

					
	 CIGNA LIFE INSURANCE COMPANY OF NEW YORK

	 By:
	 	 CIGNA Investments, Inc.

			
	 	 	By:	 	 /S/ DEBRA J. HEIGHT


	 	 	 Name:
	 	Debra J. Height
	 	 	 Title:
	 	Managing Director

  

					
	 LIFE INSURANCE COMPANY OF NORTH AMERICA

	 By:
	 	 CIGNA Investments, Inc.

			
	 	 	By:	 	 /S/ DEBRA J. HEIGHT


	 	 	Name:	 	Debra J. Height
	 	 	Title:	 	Managing Director

  

 Schedule A-4 








 ALLSTATE LIFE INSURANCE COMPANY 
  

			
	 By:
	 	 /S/ ROBERT BODETT


	 Name:
	 	 ROBERT B. BODETT

		
	 By:
	 	 /S/ JERRY D. ZINKULA


	 Name:
	 	 JERRY D. ZINKULA
 Authorized Signatories


  
  
 ALLSTATE INSURANCE COMPANY 
  

			
	 By:
	 	 /S/ ROBERT BODETT


	 Name:
	 	 ROBERT B. BODETT

		
	 By:
	 	 /S/ JERRY D. ZINKULA


	 Name:
	 	 JERRY D. ZINKULA
 Authorized Signatories


  

 Schedule A-5 








 UNITED OF OMAHA LIFE INSURANCE COMPANY 
  

			
	 By:
	 	 /S/ EDWIN H. GARRISON, JR.


	 Name:
	 	 Edwin H. Garrison, Jr.

	 Title:
	 	 First Vice President


  
  
 MUTUAL OF OMAHA INSURANCE COMPANY 
  

			
	 By:
	 	 /S/ EDWIN H. GARRISON, JR.


	 Name:
	 	 Edwin H. Garrison, Jr.

	 Title:
	 	 First Vice President


  
  
 COMPANION LIFE INSURANCE COMPANY 
  

			
	 By:
	 	 /S/ EDWIN H. GARRISON, JR.


	 Name:
	 	 Edwin H. Garrison, Jr.

	 Title:
	 	 Authorized Representative


  

 Schedule A-6 








 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA 
  

			
	 By:
	 	 /S/ BILLY GREER


	 Name:
	 	 Billy B. Greer

	 Title:
	 	 Vice President


  
  
 RGA REINSURANCE COMPANY 
  

			
	 By:
	 	 Prudential Private Placement Investors,

	 	 	 L.P. (as Investment Advisor)

		
	 By:
	 	 Prudential Private Placement Investors, Inc.

	 	 	 (as its General Partner)


  

			
	 By:
	 	 /S/ BILLY GREER


	 Name:
	 	 Billy B. Greer

	 Title:
	 	 Vice President


  
  
 AMERICAN BANKERS INSURANCE COMPANY OF FLORIDA, INC. 
  

			
	 By:
	 	 Prudential Private Placement Investors,

	 	 	 L.P. (as Investment Advisor)

		
	 By:
	 	 Prudential Private Placement Investors, Inc.

	 	 	 (as its General Partner)


  

			
	 By:
	 	 /S/ BILLY GREER


	 Name:
	 	 Billy B. Greer

	 Title:
	 	 Vice President


  

 Schedule A-7 








 AMERICAN MEMORIAL LIFE INSURANCE COMPANY 
  

			
	 By:
	 	 Prudential Private Placement Investors,

	 	 	 L.P. (as Investment Advisor)

		
	 By:
	 	 Prudential Private Placement Investors, Inc.

	 	 	 (as its General Partner)


  

			
	 By:
	 	 /S/ BILLY GREER


	 Name:
	 	 Billy B. Greer

	 Title:
	 	 Vice President


  
  
 FORTIS INSURANCE COMPANY 
  

			
	 By:
	 	 Prudential Private Placement Investors,

	 	 	 L.P. (as Investment Advisor)

		
	 By:
	 	 Prudential Private Placement Investors, Inc.

	 	 	 (as its General Partner)


  

			
	 By:
	 	 /S/ BILLY GREER


	 Name:
	 	 Billy B. Greer

	 Title:
	 	 Vice President


  
  
 JOHN ALDEN LIFE INSURANCE COMPANY 
  

			
	 By:
	 	 Prudential Private Placement Investors,

	 	 	 L.P. (as Investment Advisor)

		
	 By:
	 	 Prudential Private Placement Investors, Inc.

	 	 	 (as its General Partner)


  

			
	 By:
	 	 /S/ BILLY GREER


	 Name:
	 	 Billy B. Greer

	 Title:
	 	 Vice President


  

 Schedule A-8 








 PHOENIX LIFE INSURACNE COMPANY 
  

			
	 By:
	 	 /S/ CAROLE A. MASTERS


	 Name:
	 	 Carole A. Masters

	 Title:
	 	 V.P.


  
  
 PHL VARIABLE INSURANCE COMPANY 
  

			
	 By:
	 	 /S/ BENITO J. CUEVO


	 Name:
	 	 Benito J. Cuevo

	 Title:
	 	 Second V.P.


  

 Schedule A-9 








 LIFE INSURANCE COMPANY OF THE SOUTHWEST 
  

			
	 By:
	 	 /S/ SCOTT HIGGINS


	 Name:
	 	 R. Scott Higgins

	 Title:
	 	 Vice President, NL Capital Management


  

 Schedule A-10 








 SECURITY FINANCIAL LIFE INSURANCE CO. 
  

			
	 By:
	 	 /S/ KEVIN W. HAMMOND


	 Name:
	 	 Kevin W. Hammond

	 Title:
	 	 Vice President
 Chief Investment Officer


  

 Schedule A-11 








 SCHEDULE A 
  

INFORMATION RELATING TO PURCHASERS 
  

					
	 Purchaser Name

	  	 THE VARIABLE ANNUITY LIFE INSURANCE COMPANY 


	Name in which to register Notes	  	 THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

		
	Series B Note registration number; principal amount	  	 RB-1; $32,500,000

			
	Payment on account of Note	  	 	  	 
		
	 Method
	  	 Federal Funds Wire Transfer

		
	 Account information
	  	 The Bank of New York
 ABA # 021-000-018
 BNF Account #: IOC 566
 Credit to: The Variable Annuity Life Insurance Company -
Private
 Placement
 Ref: PPN # and Prin: $             Int: $
 Re: (See “Accompanying information” below)

			
	Accompanying information	  	 Name of Issuer:
	  	 BROWN & BROWN, INC.

			
	 	  	 Description of
 Security:
	  	 6.08% Series B Senior Notes Due July 15, 2014

			
	 	  	 PPN:
	  	 115236 A@ 0

		
	 	  	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address / Fax # for notices related to payments	  	 AIG Global Investment Group
 c/o The Bank of New York
 Attn: P & I Department
 P.O. Box 19266
 Newark, NJ 07195
 Telephone: (212) 437-6557
 Fax: (212) 437-6467

		
	 	  	 Duplicate payment notices to:

		
	 	  	 The Variable Annuity Life Insurance Company - Private Placement
 c/o AIG Global Investment Group
 2929 Allen Parkway, A36-04
 Houston, Texas 77019
 Attn: Private Placement Department


  

 Schedule A-12 









							
	 Purchaser Name

	  	 THE VARIABLE ANNUITY LIFE INSURANCE COMPANY 


	Address / Fax # for all other notices	  	 AIG Global Investment Group
 2929 Allen
Parkway, Suite A36-01
 Houston, TX 77019
 Legal Department –
Investment Management
 Fax: (713) 831-2328

		
	 	  	with copies of compliance information to:
		
	 	  	 The Variable Annuity Life Insurance Company - Private Placement
 c/o AIG Global Investment Group
 2929 Allen Parkway, A36-04
 Houston, Texas 77019
 Attn: Private Placement Department

		
	Instructions re Delivery of Notes	  	 The Bank of New York
 One Wall Street -
3rd Floor
 Window
A
 New York, NY 10286
 Attn: Mr. Arthur Cassidy
(212-635-4927)
 Account Name: The Variable Annuity Life Insurance Company - Private
 Placement
 Account Number: 260735

		
	Signature Block	  	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
		
	 	  	THE UNITED STATES LIFE INSURANCE COMPANY
		
	 	  	 AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
 IN THE CITY OF NEW YORK

		
	 	  	AIG LIFE INSURANCE COMPANY
			
	 	  	BY:	  	AIG Global Investment Corp., investment adviser
				
	 	  	 	  	By:	 	  


	 	  	 	  	Name:	 	Gerald F. Herman
	 	  	 	  	Title:	 	Vice President
		
	Tax identification number	  	74-1625348

  

 Schedule A-13 









					
	 Purchaser Name

	  	 THE UNITED STATES LIFE INSURANCE COMPANY IN THE
 CITY OF NEW YORK


	 Name in which to register Notes
	  	 THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY
 OF NEW YORK

		
	 Series B Note registration
 number; principal amount
	  	RB-2; $7,500,000
		
	 Payment on account of Note
	  	 
		
	 Method
	  	Federal Funds Wire Transfer
		
	 Account information
	  	 State Street Bank and Trust Company
 Boston, MA 02101
 ABA # 011000028
 Re: The United States
Life Insurance Company in the City of New York
 A/C: 6956-534-9
 OBI = PPN # and description of payment
 Fund Number PA 77
 Re: (See “Accompanying information” below)

			
	 Accompanying information
	  	Name of Issuer:	 	BROWN & BROWN, INC.
			
	 	  	Description of
Security:	 	 6.08% Series B Senior Notes Due July 15, 2014

			
	 	  	PPN:	 	115236 A@ 0
		
	 	  	Due date and application (as among principal, premium and interest) of the payment being made.
		
	 Address / Fax # for notices
 related to payments
	  	 The United States Life Insurance Co. in the City of New York and PA 77
 c/o State Street Bank Corporation
 Insurance Services
 801 Pennsylvania
 Kansas City, MO 64105
 Fax: (816) 691-3619

		
	 	  	Duplicate payment notices to:
		
	 	  	 The United States Life Insurance Company in the City of New York and PA77
 c/o AIG Global Investment Corporation
 2929 Allen Parkway, A36-04
 Houston, Texas 77019
 Attn: Private Placement Department
 Fax: (713) 831-1072


  

 Schedule A-14 









							
	 Purchaser Name

	 	 THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK


	 Address / Fax # for all other
 notices
	 	 AIG Global Investment Group
 2929 Allen
Parkway, Suite A36-01
 Houston, TX 77019
 Legal Department –
Investment Management
 Fax: (713) 831-2328

		
	 	 	with copies of compliance information to:
		
	 	 	 The United States Life Insurance Company in the City of New York and
 PA77
 c/o AIG Global Investment Corporation
 2929 Allen Parkway, A36-04
 Houston, Texas 77019
 Attn: Private Placement Department
 Fax: (713) 831-1072

		
	Instructions re Delivery of Notes	 	 DTC / New York Window
 55 Water
Street
 New York, N.Y. 10041

	 	 	Attention: Robert Mendez
	 	 	Account: State Street
	 	 	Fund Name: THE UNITED STATES LIFE INSURANCE CO. IN THE CITY OF NEW YORK
	 	 	Fund Number: PA 77
		
	 Signature Block
	 	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
		
	 	 	THE UNITED STATES LIFE INSURANCE COMPANY
		
	 	 	AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY IN THE CITY OF NEW YORK
		
	 	 	AIG LIFE INSURANCE COMPANY
			
	 	 	BY:	 	AIG Global Investment Corp., investment adviser
				
	 	 	 	 	By:	 	  


	 	 	 	 	Name: Gerald F. Herman
	 	 	 	 	Title: Vice President
		
	 Tax identification number
	 	13-5459480

  

 Schedule A-15 









					
	 Purchaser Name

	  	 AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK


	Name in which to register Notes	  	AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
		
	Series B Note registration number; principal amount	  	RB-3; $5,000,000
		
	Payment on account of Note	  	 
		
	 Method
	  	Federal Funds Wire Transfer
		
	 Account information
	  	 Federal Reserve Bank of Boston
 Boston, MA
 ABA # 011001234 / BOS SAFE DEP
 DDA #
169064
 Cost Center 1178
 Account Name: AI LIFE ASSURANCE COMPANY
OF N.Y.
 Account Number: AGIFLNY0372
 OBI=PPN # and
description of payment
 P $
                    , I
$                    
 Re: (See “Accompanying
information” below)

	  
			
	Accompanying information	  	Name of Issuer:	  	 BROWN & BROWN, INC.

			
	 	  	 Description of
 Security:
	  	 6.08% Series B Senior Notes Due July 15, 2014

			
	 	  	PPN:	  	115236 A@ 0
		
	 	  	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address / Fax # for notices related to payments	  	 AIG Global Investment Group
 ATTN:
Jennifer Lee / Kathleen Cosgrove
 160 Water Street, 15th Floor
 New York, NY 10038
 Tel: 212-820-4899 / 4913
 Fax:
212-820-4925

		
	 	  	Duplicate payment notices to:
		
	 	  	 American International Life Assurance Company of New York
 c/o AIG Global Investment Group
 2929 Allen Parkway, A36-04
 Houston, Texas 77019
 Attn: Private Placement Group
 Fax: (713) 831-1072


  

 Schedule A-16 









							
	 Purchaser Name

	 	 AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK


	 Address / Fax # for all other
 notices
	 	 AIG Global Investment Group
 Legal Department
– Investment Management
 2929 Allen Parkway, Suite A36-01
 Houston, TX 77019-2155
 Fax (713) 831-2328

		
	 	 	with copies of compliance information to:
		
	 	 	 American International Life Assurance Company of New York
 c/o AIG Global Investment Group
 2929 Allen Parkway, A36-04
 Houston, Texas 77019
 Attn: Private Placement Group
 Fax: (713) 831-1072

		
	Instructions re Delivery of Notes	 	 Mellon Bank
 Mellon Bank Securities
Trust
 120 Broadway - 13th Floor
 New York, NY 10271
 Attn: Sue
Klein
 Account Name: AI LIFE ASSURANCE COMPANY OF N.Y.
 Account
Number: AGIFLNY0372

		
	Signature Block	 	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
		
	 	 	THE UNITED STATES LIFE INSURANCE COMPANY
		
	 	 	AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY IN THE CITY OF NEW YORK
		
	 	 	AIG LIFE INSURANCE COMPANY
			
	 	 	BY:	  	AIG Global Investment Corp., investment adviser
				
	 	 	 	  	By:	  	  


	 	 	 	  	Name:	  	            Gerald F. Herman
	 	 	 	  	Title:	  	            Vice President
		
	Tax identification number	 	13-6101875

  

 Schedule A-17 









					
	 Purchaser Name

	  	 AIG LIFE INSURANCE COMPANY


	 Name in which to register Notes
	  	 AIG LIFE INSURANCE COMPANY

		
	Series B Note registration number; principal amount	  	 RB-4; $5,000,000

		
	 Payment on account of Note
	  	 
		
	 Method
	  	 Federal Funds Wire Transfer

		
	 Account information
	  	 Federal Reserve Bank of Boston
 Boston, MA
 ABA # 011001234 / BOS SAFE DEP
 DDA # 169064
 Cost Center 1178
 Account Name: AIG LIFE INSURANCE COMPANY
 Account Number: AGIFALI0392
 OBI=PPN # and description of payment
 P $
                    , I
$                            
 Re: (See “Accompanying information” below)

		
	 Accompanying information
	  	 Name of
Issuer:                     BROWN & BROWN, INC.

		
	 	  	 Description of
 Security:                                6.08% Series B Senior Notes Due July
15, 2014

		
	 	  	 PPN:                                      
 115236 A@ 0

		
	 	  	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address / Fax # for notices related to payments	  	 AIG Global Investment Group
 ATTN: Jennifer Lee / Kathleen Cosgrove
 160 Water Street, 15th Floor
 New York, NY 10038
 Tel: 212-820-4899 / 4913
 Fax: 212-820-4925

		
	 	  	 Duplicate payment notices to:

		
	 	  	 AIG Life Insurance Company
 c/o AIG Global Investment Group
 2929 Allen Parkway, A36-04
 Houston, Texas 77019
 Attn: Private Placement Group
 Fax: (713) 831-1072


  

 Schedule A-18 









							
	 Purchaser Name

	  	 AIG LIFE INSURANCE COMPANY


	Address / Fax # for all other notices	  	 AIG Global Investment Group
 Legal Department – Investment Management
 2929 Allen Parkway, Suite A36-01
 Houston, TX 77019-2155
 Fax (713) 831-2328

		
	 	  	 with copies of compliance information to:

		
	 	  	 AIG Life Insurance Company
 c/o AIG Global Investment Group
 2929 Allen Parkway, A36-04
 Houston, Texas 77019
 Attn: Private Placement Group
 Fax: (713) 831-1072

		
	Instructions re Delivery of Notes	  	 Mellon Bank
 Mellon Bank Securities Trust
 120 Broadway - 13th Floor
 New York, NY 10271

	 	  	 Attn: Sue Klein

	 	  	 Account Name: AIG LIFE INSURANCE COMPANY

	 	  	 Account Number: AGIFALI0392

		
	Signature Block	  	 THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

		
	 	  	 THE UNITED STATES LIFE INSURANCE COMPANY

		
	 	  	AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY IN THE CITY OF NEW YORK
		
	 	  	 AIG LIFE INSURANCE COMPANY

			
	 	  	 BY:
	 	 AIG Global Investment Corp., investment adviser

				
	 	  	 	 	 By:
	 	  


	 	  	 	 	 Name:
	 	 Gerald F. Herman

	 	  	 	 	 Title:
	 	 Vice President

		
	Tax identification number	  	 25-1118523


  

 Schedule A-19 









					
	 Purchaser Name

	 	 NEW YORK LIFE INSURANCE COMPANY


	Name in which to register Notes	 	NEW YORK LIFE INSURANCE COMPANY
		
	Series A Note registration number; principal amount	 	RA-1; $9,500,000
		
	Series B Note registration number; principal amount	 	RB-5; $9,500,000
		
	Payment on account of Note	 	 
		
	 Method
	 	Federal Funds Wire Transfer
		
	 Account information
	 	 JPMorgan Chase Bank
 New York, New York
10019
 ABA No.: 021-000-021
 Credit: New York Life Insurance
Company
 General Account No. 008-9-00687
 Re: (See
“Accompanying information” below)

			
	Accompanying information	 	Name of Issuer:	  	BROWN & BROWN, INC.
			
	 	 	 Description of
 Security:
	  	5.57% Series A Senior Notes Due September 15, 2011
			
	 	 	PPN:	  	115236 A* 2
			
	 	 	 Description of
 Security:
	  	6.08% Series B Senior Notes Due July 15, 2014
			
	 	 	PPN:	  	115236 A@ 0
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address / Fax # for notices related to payments	 	 New York Life Insurance Company
 c/o New
York Life Investment Management LLC
 51 Madison Avenue
 New York,
New York 10010-1603
 Attention: Financial Management and Operations Group
 Securities Operations, 2nd Floor
 Fax #: (212) 447-4160

		
	Address / Fax # for all other notices	 	 New York Life Insurance Company
 c/o New
York Life Investment Management LLC
 51 Madison Avenue
 New York,
New York 10010
 Attention: Securities Investment Group
 Private
Finance, 2nd Floor
 Fax
#: (212) 447-4122

		
	 	 	 with a copy of any notices regarding defaults or Events of Default under
 the operative documents to:

		
	 	 	 Attention: Office of General Counsel
 Investment Section, Room 1104
 Fax #: (212) 576-8340


  

 Schedule A-20 









					
	 Purchaser Name

	  	 NEW YORK LIFE INSURANCE COMPANY


	Signature Block	  	NEW YORK LIFE INSURANCE COMPANY
			
	 	  	By:	 	  


	 	  	Name:	 	 
	 	  	Title:	 	 
		
	Instructions re Delivery of Notes	  	 New York Life Insurance Company
 c/o New
York Life Investment Management LLC
 51 Madison Avenue
 New York,
New York 10010
 Attn: Donnamarie Cristina, Esq.

		
	Tax identification number	  	13-5582869

  

 Schedule A-21 









					
	 Purchaser Name

	 	 NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION


	 Name in which to register Notes
	 	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
		
	Series A Note registration number; principal amount	 	RA-2; $5,000,000
		
	Series B Note registration number; principal amount	 	RB-6; 5,000,000
		
	 Payment on account of Note
	 	 
		
	 Method
	 	Federal Funds Wire Transfer
		
	 Account information
	 	 JPMorgan Chase Bank
 New York, New York
10019
 ABA No.: 021-000-021
 For the account of New York Life
Insurance and Annuity Corporation
 General Account No. 323-8-47382
 Re: (See “Accompanying information” below)

			
	 Accompanying information
	 	Name of Issuer:	  	BROWN & BROWN, INC.
			
	 	 	Description of Security:	  	5.57% Series A Senior Notes Due September 15, 2011
			
	 	 	PPN:	  	115236 A* 2
			
	 	 	Description of Security:	  	6.08% Series B Senior Notes Due July 15, 2014
			
	 	 	PPN:	  	115236 A@ 0
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address / Fax # for notices related to payments	 	 New York Life Insurance and Annuity Corporation
 c/o New York Life Investment Management LLC
 51 Madison Avenue
 New York, New York 10010-1603
 Attention: Financial Management and Operations Group
 Securities Operations, 2nd Floor
 Fax #: (212) 447-4160

		
	Address / Fax # for all other notices	 	 New York Life Insurance and Annuity Corporation
 c/o New York Life Investment Management LLC
 51 Madison Avenue
 New York, New York 10010-1603
 Attention: Securities Investment Group
 Private Finance, 2nd Floor
 Fax #: (212) 447-4122

		
	 	 	with a copy of any notices regarding defaults or Events of Default under the operative documents to:
		
	 	 	 Attention: Office of General Counsel
 Investment Section, Room 1104
 Fax #: (212) 576-8340


  

 Schedule A-22 









							
	 Purchaser Name

	  	 NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION


	 Signature Block
	  	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
	 	  	By:	 	 New York Life Investment Management LLC,
 Its Investment Manager

				
	 	  	 	 	By:	 	  


	 	  	 	 	Name:	 	 
	 	  	 	 	Title:	 	 
		
	 Instructions re Delivery of Notes
	  	 New York Life Insurance Company
 c/o New
York Life Investment Management LLC
 51 Madison Avenue
 New York,
New York 10010
 Attn: Donnamarie Cristina, Esq.

		
	 Tax identification number
	  	13-3044743

  

 Schedule A-23 









					
	 Purchaser Name

	 	 NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY
OWNED LIFE INSURANCE SEPARATE ACCOUNT


	 Name in which to register Notes
	 	 NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
 INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE
 ACCOUNT

		
	Series A Note registration number; principal amount	 	RA-3; $500,000
		
	Series B Note registration number; principal amount	 	RB-7; $500,000
		
	 Payment on account of Note
	 	 
		
	 Method
	 	Federal Funds Wire Transfer
		
	 Account information
	 	 JPMorgan Chase Bank
 New York, New York
10019
 ABA No.: 021-000-021
 Credit: NYLIAC SEPARATE BOLI 3 BROAD
FIXED
 General Account No. 323-8-39002
 Re: (See
“Accompanying information” below)

			
	 Accompanying information
	 	Name of Issuer:	  	BROWN & BROWN, INC.
			
	 	 	 Description of
 Security:
	  	5.57% Series A Senior Notes Due September 15, 2011
			
	 	 	PPN:	  	115236 A* 2
			
	 	 	 Description of
 Security:
	  	6.08% Series B Senior Notes Due July 15, 2014
			
	 	 	PPN:	  	115236 A@ 0
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	 Address / Fax # for notices
 related to payments
	 	 New York Life Insurance and Annuity Corporation Institutionally Owned
 Life Insurance Separate Account
 c/o New York Life Investment Management LLC
 51 Madison Avenue
 New York, New York 10010-1603
 Attention: Financial Management and Operations
Group
 Securities Operations, 2nd Floor
 Fax #: (212)
447-4160


  

 Schedule A-24 









							
	 Purchaser Name

	  	 NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT


	Address / Fax # for all other notices	  	 New York Life Insurance and Annuity Corporation Institutionally Owned
 Life Insurance Separate Account
 c/o New York Life Investment Management LLC
 51 Madison Avenue
 New York, New York 10010-1603
 Attention: Securities Investment Group
 Private Finance, 2nd Floor
 Fax #: (212)
447-4122

		
	 	  	with a copy of any notices regarding defaults or Events of Default under the operative documents to:
		
	 	  	 Attention: Office of General Counsel
 Investment Section, Room 1104
 Fax #: (212) 576-8340

		
	Signature Block	  	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT
			
	 	  	 By:
	  	 New York Life Investment Management LLC,
 Its Investment Manager

				
	 	  	 	  	By:	 	  


	 	  	 	  	Name:	 	 
	 	  	 	  	Title:	 	 
		
	Instructions re Delivery of Notes	  	 New York Life Insurance Company
 c/o New
York Life Investment Management LLC
 51 Madison Avenue
 New York,
New York 10010
 Attn: Donnamarie Cristina, Esq.

		
	Tax identification number	  	13-3044743

  

 Schedule A-25 









							
	 Purchaser Name

	 	 CONNECTICUT GENERAL LIFE INSURANCE COMPANY


	Name in which to register Notes	 	 CIG & CO.

		
	 Series A Note registration
 number; principal
amount
	 	 RA-4; $10,000,000
 RA-5; $  3,000,000

		
	Payment on account of Note	 	 
		
	 Method
	 	 Federal Funds Wire Transfer

		
	 Account information
	 	 J.P. Morgan Chase Bank
 BNF=CIGNA Private Placements / AC=9009001802
 ABA # 021000021
 Ref: (See “Accompanying information” below)

			
	Accompanying information	 	 Name of Issuer:
	 	 BROWN & BROWN, INC.

			
	 	 	 Description of
 Security:
	 	 5.57% Series A Notes Due September 15, 2011

			
	 	 	 PPN:
	 	 115236 A* 2

		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	 Address / Fax # for notices
 related to
payments
	 	 CIG & Co.
 c/o CIGNA Retirement &
Investments Services
 Attn: Private and Alternative Investments, H16B
 280 Trumbull Street
 Hartford, CT 06103
 Fax: (860)
534-7203

		
	 	 	 with a copy to:

		
	 	 	 J.P. Morgan Chase Bank
 14201 Dallas Parkway,
13th Floor
 Dallas, TX 75254
 Attn: Heather Frisna, Mail Code
300-116
 Fax: (469) 477-1904

		
	Address / Fax # for all other notices	 	 CIG & Co.
 c/o CIGNA Retirement &
Investments Services
 Attn: Private and Alternative Investments, H16B
 280 Trumbull Street
 Hartford, CT 06103
 Fax: (860)
534-7203

		
	Instructions re Delivery of Notes	 	 J.P. Morgan Chase Bank
 4 New York Plaza
 New York, NY 10004
 Attn: John Bouquet
 Together with Transmittal to Securities Custodian Letter

		
	Signature Block	 	 CONNECTICUT GENERAL LIFE INSURANCE COMPANY

			
	 	 	 By:    CIGNA Investments, Inc.
	 	 
			
	 	 	           By:
	 	  


	 	 	           Name:
	 	 	 	 
	 	 	           Title:
	 	 	 	 
		
	Tax identification number	 	13-3574027 (CIG & Co.)

  

 Schedule A-26 









									
	 Purchaser Name

	 	 CIGNA LIFE INSURANCE COMPANY OF NEW YORK


	 Name in which to register Notes
	 	CIG & CO.
		
	 Series A Note registration number;
 principal amount
	 	RA-6; $3,000,000
					
	 Payment on account of Note
	 	 	  	 	  	 	  	 
		
	                     Method
	 	                    Federal Funds Wire Transfer
		
	                     Account
information
	 	 J.P. Morgan Chase Bank
 BNF=CIGNA Private
Placements / AC=9009001802
 ABA # 021000021
 Ref: (See
“Accompanying information” below)

			
	 Accompanying information
	 	Name of Issuer:	  	BROWN & BROWN, INC.
			
	 	 	Description of Security:	  	5.57% Series A Notes Due September 15, 2011
			
	 	 	PPN:	  	115236 A* 2
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	 Address / Fax # for notices
 related to payments
	 	 CIG & Co.
 c/o CIGNA Retirement &
Investments Services
 Attn: Private and Alternative Investments, H16B
 280 Trumbull Street
 Hartford, CT 06103
 Fax: (860)
534-7203

		
	 	 	with a copy to:
		
	 	 	 J.P. Morgan Chase Bank
 14201 Dallas Parkway,
13th Floor
 Dallas, TX 75254
 Attn: Heather Frisna, Mail Code
300-116
 Fax: (469) 477-1904

		
	 Address / Fax # for all other
 notices
	 	 CIG & Co.
 c/o CIGNA Retirement &
Investments Services
 Attn: Private and Alternative Investments, H16B
 280 Trumbull Street
 Hartford, CT 06103
 Fax: (860)
534-7203

		
	 Instructions re Delivery of Notes
	 	 J.P. Morgan Chase Bank
 4 New York
Plaza
 New York, NY 10004
 Attn: John Bouquet
 Together with Transmittal to Securities Custodian Letter

		
	 Signature Block
	 	CIGNA LIFE INSURANCE COMPANY OF NEW YORK
			
	 	 	 By:
	  	CIGNA Investments, Inc.
				
	 	 	 	  	By:	  	  


	 	 	 	  	Name:	  	 	  	 
	 	 	 	  	Title:	  	 	  	 
			
	 Tax identification number
	 	 	  	13-3574027 (CIG & Co.)

  

 Schedule A-27 









							
	 Purchaser Name

	  	 LIFE INSURANCE COMPANY OF NORTH AMERICA


	Name in which to register Notes	  	 CIG & CO.

		
	 Series A Note registration
 number; principal
amount
	  	 RA-7; $14,000,000

		
	Payment on account of Note	  	 
		
	 Method
	  	 Federal Funds Wire Transfer

		
	 Account information
	  	 J.P. Morgan Chase Bank
 BNF=CIGNA Private Placements / AC=9009001802
 ABA # 021000021
 Ref: (See “Accompanying information” below)

		
	Accompanying information	  	 Name of Issuer:                 BROWN &
BROWN, INC.

		
	 	  	 Description of
 Security:
                            5.57% Series A Notes Due September 15, 2011

		
	 	  	 PPN:                                    115236 A*
2

		
	 	  	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address / Fax # for notices related to payments	  	 CIG & Co.
 c/o CIGNA Retirement & Investments Services
 Attn: Private and Alternative Investments, H16B
 280 Trumbull Street
 Hartford, CT 06103
 Fax: (860) 534-7203

		
	 	  	 with a copy to:

		
	 	  	 J.P. Morgan Chase Bank
 14201 Dallas Parkway, 13th Floor
 Dallas, TX 75254
 Attn: Heather Frisna, Mail Code 300-116
 Fax: (469) 477-1904

		
	Address / Fax # for all other notices	  	 CIG & Co.
 c/o CIGNA Retirement & Investments Services
 Attn: Private and Alternative Investments, H16B
 280 Trumbull Street
 Hartford, CT 06103
 Fax: (860) 534-7203

		
	Instructions re Delivery of Notes	  	 J.P. Morgan Chase Bank
 4 New York Plaza
 New York, NY 10004
 Attn: John Bouquet
 Together with Transmittal to Securities Custodian Letter

		
	Signature Block	  	 LIFE INSURANCE COMPANY OF NORTH AMERICA

	 	  	 By:
	  	 CIGNA Investments, Inc.

				
	 	  	 	  	 By:
	 	  


	 	  	 	  	 Name:
 Title:

		
	Tax identification number	  	13-3574027 (CIG & Co.)

  

 Schedule A-28 









							
	 Purchaser Name

	 	 ALLSTATE LIFE INSURANCE COMPANY


	 Name in which to register Notes
	 	ALLSTATE LIFE INSURANCE COMPANY
		
	Series A Note registration number; principal amount	 	RA-8; $20,000,000
		
	 Payment on account of Note
	 	 
		
	 Method
	 	 Federal Funds Wire Transfer

		
	 Account information
	 	 BBK = Harris Trust and Savings Bank
 ABA #: 071000288
 BNF = Allstate Life Insurance Company
 Collection Account #168-117-0
 ORG = (Enter Issuer Name)
 OBI = DPP - (Enter Private Placement No., if available)
 Payment Due Date (MM/DD/YY)
- P             (Enter “P” and amount of
 principal being remitted, for example, P5000000.00) - I             (Enter “I”
 and amount of interest being remitted, for example, I225000.00)
 Ref: (See “Accompanying information” below)

			
	 Accompanying information
	 	Name of Issuer:	  	BROWN & BROWN, INC.
			
	 	 	Description of Security:	  	5.57% Series A Notes Due September 15, 2011
			
	 	 	PPN:	  	115236 A* 2
		
	 	 	 Due date and application (as among principal, premium and interest) of the
 payment being made.

		
	Address / Fax # for notices related to payments	 	 Allstate Investments LLC
 Investment
Operations - Private Placements
 3075 Sanders Road, STE G4A
 Northbrook, IL 60062-7127
 Telephone: (847) 402-6672 Private Placements
 Telecopy: (847) 326-7032

		
	Address / Fax # for all other notices including notices of Prepayments:	 	 Allstate Investments LLC
 Private Placements
Department
 3075 Sanders Road, STE G5D
 Northbrook, IL
60062-7127
 Telephone: (847) 402-7117
 Telecopy: (847)
402-3092

		
	 Instructions re Delivery of Notes
	 	 Citibank N.A.
 333 West 34th Street 3rd Floor
Securities Vault
 New York, N.Y. 10001
 Attn: Danny
Reyes
 For Allstate Life Insurance Company/Safekeeping Account No. 846627

		
	 Signature Block
	 	ALLSTATE LIFE INSURANCE COMPANY
			
	 	 	By:	 	  


	 	 	Name:
			
	 	 	By:	 	  


	 	 	Name:
		
	 	 	 Authorized Signatories


  

 Schedule A-29 









							
	 Purchaser Name

	 	 ALLSTATE LIFE INSURANCE COMPANY


	 Tax identification number
	 	36-2554642

  

 Schedule A-30 









							
	 Purchaser Name

	 	 ALLSTATE INSURANCE COMPANY


	Name in which to register Notes	 	ALLSTATE INSURANCE COMPANY
		
	Series A Note registration number; principal amount	 	RA-9; $5,000,000
		
	Payment on account of Note	 	 
		
	 Method
	 	Federal Funds Wire Transfer
		
	 Account information
	 	 BBK = Harris Trust and Savings Bank
 ABA
#: 071000288
 BNF = Allstate Insurance Company
 Collection
Account #168-114-7
 ORG = (Enter Issuer Name)
 OBI = DPP - (Enter
Private Placement No., if available)
 Payment Due Date (MM/DD/YY) - P             (Enter
“P” and amount of principal being remitted, for example, P5000000.00) - I             (Enter “I” and amount of interest being remitted, for example,
I225000.00)
 Ref: (See “Accompanying information” below)

			
	Accompanying information	 	Name of Issuer:	 	BROWN & BROWN, INC.
			
	 	 	 Description of
 Security:
	 	5.57% Series A Notes Due September 15, 2011
			
	 	 	PPN:	 	115236 A* 2
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address / Fax # for notices related to payments	 	 Allstate Investments LLC
 Investment
Operations - Private Placements
 3075 Sanders Road, STE G4A
 Northbrook, IL 60062-7127
 Telephone: (847) 402-6672
 Private Placements
Telecopy: (847) 326-7032

		
	Address / Fax # for all other notices including notices of Prepayments:	 	 Allstate Investments LLC
 Private
Placements Department
 3075 Sanders Road, STE G5D
 Northbrook, IL
60062-7127
 Telephone: (847) 402-7117
 Telecopy: (847)
402-3092

		
	Instructions re Delivery of Notes	 	 Citibank N.A.
 333 West 34th
Street
 3rd Floor Securities Vault
 New York, N.Y.
10001
 Attn: Danny Reyes
 For Allstate Insurance
Company/Safekeeping Account No. 846626

		
	Signature Block	 	ALLSTATE INSURANCE COMPANY
			
	 	 	By:	 	  


	 	 	Name:
			
	 	 	By:	 	  


	 	 	Name:
		
	 	 	                    Authorized Signatories

  

 Schedule A-31 









					
	 Purchaser Name

	  	 ALLSTATE INSURANCE COMPANY


	 Tax identification number
	  	36-0719665

  

 Schedule A-32 









							
	 Purchaser Name

	 	 UNITED OF OMAHA LIFE INSURANCE COMPANY


	Name in which to register Notes	 	UNITED OF OMAHA LIFE INSURANCE COMPANY
		
	 Series A Note registration
 number; principal
amount
	 	RA-10; $17,000,000
		
	Payment on account of Note	 	 
		
	 Method
	 	                    Federal Funds Wire Transfer
		
	 Account information
	 	 JPMorgan Chase Bank
 ABA
#021000021
 Private Income Processing
 For credit to: United of
Omaha Life Insurance Company
 Account # 900-9000200 a/c: G07097

	 	 	Ref: (See “Accompanying information” below)
			
	Accompanying information	 	Name of Issuer:	  	BROWN & BROWN, INC.
			
	 	 	 Description of
 Security:
	  	  
 5.57% Series A Notes Due September 15, 2011

			
	 	 	PPN:	  	115236 A* 2
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	 Address / Fax # for notices
 related to
payments
	 	 JPMorgan Chase Bank
 14201 Dallas Parkway -
13th Floor
 Dallas, TX 75254-2917
 Attn: Income Processing –
G. Ruiz
 a/c: G07097

		
	 Address / Fax # for all other
 notices including notices
of
 Prepayments:
	 	 4 - Investment Loan Administration
 United of
Omaha Life Insurance Company
 Mutual of Omaha Plaza
 Omaha, NE
68175-1011

		
	Instructions re Delivery of Notes	 	 JPMorgan Chase Bank
 North America Insurance
- 6th Floor
 Attn: Patricia A. Radzicki
 3 Chase Metrotech
Center
 Brooklyn, NY 11245

		
	Signature Block	 	UNITED OF OMAHA LIFE INSURANCE COMPANY
			
	 	 	 By:
	  	  


	 	 	 Name:
	  	 	  	 
	 	 	 Title:
	  	 	  	 
		
	Tax identification number	 	47-0322111

  

 Schedule A-33 









							
	 Purchaser Name

	 	 MUTUAL OF OMAHA LIFE INSURANCE COMPANY


	 Name in which to register Notes
	 	MUTUAL OF OMAHA LIFE INSURANCE COMPANY
		
	 Series A Note registration
 number; principal amount
	 	RA-11; $6,000,000
		
	 Payment on account of Note
	 	 
		
	 Method
	 	 Federal Funds Wire Transfer

		
	 Account information
	 	 JPMorgan Chase Bank
 ABA
#021000021
 Private Income Processing
 For credit to: Mutual of
Omaha Life Insurance Company
 Account # 900-9000200
 a/c:
G07096
 Ref: (See “Accompanying information” below)

			
	 Accompanying information
	 	Name of Issuer:	 	BROWN & BROWN, INC.
			
	 	 	 Description of
 Security:
	 	5.57% Series A Notes Due September 15, 2011
			
	 	 	PPN:	 	115236 A* 2
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	 Address / Fax # for notices
 related to payments
	 	 JPMorgan Chase Bank
 14201 Dallas Parkway -
13th Floor
 Dallas, TX 75254-2917
 Attn: Income Processing –
G. Ruiz
 a/c: G07096

		
	 Address / Fax # for all other
 notices including notices of
 Prepayments:
	 	 4 - Investment Loan Administration
 United of
Omaha Life Insurance Company
 Mutual of Omaha Plaza
 Omaha, NE
68175-1011

		
	 Instructions re Delivery of Notes
	 	 JPMorgan Chase Bank
 North America Insurance
- 6th Floor
 Attn: Patricia A. Radzicki
 3 Chase Metrotech
Center
 Brooklyn, NY 11245

		
	 Signature Block
	 	MUTUAL OF OMAHA LIFE INSURANCE COMPANY
			
	 	 	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
		
	 Tax identification number
	 	47-0246511

  

 Schedule A-34 









							
	 Purchaser Name

	  	 COMPANION LIFE INSURANCE COMPANY


	Name in which to register Notes	  	COMPANION LIFE INSURANCE COMPANY
		
	Series A Note registration number; principal amount	  	RA-12; $2,000,000
		
	Payment on account of Note	  	 
		
	 Method
	  	            Federal Funds Wire Transfer
		
	 Account information
	  	 JPMorgan Chase Bank
 ABA
#021000021
 Private Income Processing
 For credit to: Companion
Life Insurance Company
 Account # 900-9000200
 a/c:
G07903
 Ref: (See “Accompanying information” below)

			
	Accompanying information	  	Name of Issuer:	 	BROWN & BROWN, INC.
			
	 	  	 Description of
 Security:
	 	5.57% Series A Notes Due September 15, 2011
			
	 	  	PPN:	 	115236 A* 2
		
	 	  	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address / Fax # for notices related to payments	  	 JPMorgan Chase Bank
 14201 Dallas Parkway
- 13th Floor
 Dallas, TX 75254-2917
 Attn: Income Processing
– G. Ruiz
 a/c: G07903

		
	Address / Fax # for all other notices including notices of Prepayments:	  	 4 - Investment Loan Administration
 United
of Omaha Life Insurance Company
 Mutual of Omaha Plaza
 Omaha, NE
68175-1011

		
	Instructions re Delivery of Notes	  	 JPMorgan Chase Bank
 North America
Insurance - 6th Floor
 Attn: Patricia A. Radzicki
 3 Chase
Metrotech Center
 Brooklyn, NY 11245

		
	Signature Block	  	COMPANION LIFE INSURANCE COMPANY
			
	 	  	By:	  	  


	 	  	Name:	  	 
	 	  	Title:	  	 
		
	Tax identification number	  	13-1595128

  

 Schedule A-35 









							
	 Purchaser Name

	  	 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


	Name in which to register Notes	  	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
		
	Series B Note registration number; principal amount	  	RB-8; $10,500,000
		
	Payment on Account of Note	  	 
		
	 Method
	  	Federal Funds Wire Transfer
		
	 Account Information
	  	 The Bank of New York
 New York, New
York
 ABA # 021-000-018
 Acct. # 890-0304-391
 Re: (See “Accompanying information” below)

			
	Accompanying Information	  	Name of Issuer:	 	BROWN & BROWN, INC.
			
	 	  	 Description of
 Security:
	 	6.08% Series B Senior Notes Due July 15, 2014
			
	 	  	PPN:	 	115236 A@ 0
		
	 	  	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address for Notices Related to Payments	  	 The Prudential Insurance Company of America
 c/o Investment Operations Group
 Gateway Center Two, 10th Floor
 100 Mulberry Street
 Newark, New Jersey 07102-4077
 Attn: Manager, Billings and Collections
 Fax: 800-224-2278

		
	 	  	with telephonic prepayment notices to:
		
	 	  	 Manager, Trade Management Group
 Tel:        973-367-3141
 Fax:        800-224-2278

		
	Address for All Other Notices	  	 The Prudential Insurance Company of America
 c/o Prudential Capital Group
 1170 Peachtree Street, Suite 500
 Atlanta, GA 30309
 Attn: Managing Director

		
	Instructions re Delivery of Notes	  	 Prudential Capital Group
 1114 Avenue of
the Americas, 30th Floor
 New York, NY 10036
 Attn: Michael Fierro (212-626-2059)

		
	Signature Block	  	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
			
	 	  	By:	  	  


	 	  	Name:	  	 
	 	  	Title:	  	Vice President
		
	Tax Identification Number	  	22-1211670

  

 Schedule A-36 









							
	 Purchaser Name

	  	 RGA REINSURANCE COMPANY


	Name in which to register Notes	  	HARE & CO.
		
	Series B Note registration number; principal amount	  	RB-9; $3,850,000
		
	Payment on Account of Note	  	 
		
	 Method
	  	Federal Funds Wire Transfer
		
	 Account Information
	  	 The Bank of New York
 New York, New
York
 ABA # 021-000-018
 Acct. # 128863
 RGA Private Placement Account
 Re: (See “Accompanying information”
below)

			
	Accompanying Information	  	Name of Issuer:	 	BROWN & BROWN, INC.
			
	 	  	 Description of
 Security:
	 	6.08% Series B Senior Notes Due July 15, 2014
			
	 	  	PPN:	 	115236 A@ 0
		
	 	  	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address for Notices Related to Payments	  	 RGA Reinsurance Company
 Attn: Banking
Dept.
 1370 Timberlake Manor Parkway
 Chesterfield, MO
63017-6039

		
	Address for All Other Notices	  	 Prudential Private Placement Investors, L.P.
 4 Gateway Center, 100 Mulberry Street
 Newark, NJ 07102
  
 Attention: Albert Trank, Managing Director
  
 Telephone: (973) 802-8608
 Facsimile:    (973)
624-6432


  

 Schedule A-37 









							
	 Purchaser Name

	 	 RGA REINSURANCE COMPANY


	Instructions re Delivery of Notes	 	 Bank of New York
 Securities
Department
 One Wall Street, 3rd Floor – “A”
 New
York, NY 10286
 Attention: Lucille Del Terzo
 Telephone: (212)
437-6764
 Facsimile: (212) 437-6602 or (212) 437-6603
 E-mail:
ldelterzo@bankofny.com

		
	 	 	Ref: account number (RGA Private Placement Account; Account Number: 128863).
		
	 	 	Send copy by nationwide overnight delivery service to:
		
	 	 	 Prudential Capital Group
 Gateway Center
4
 100 Mulberry, 7th Floor
 Newark, NJ 07102
 Attention: Trade Management, Manager
 Telephone: (973)
367-3141

		
	Signature Block	 	RGA REINSURANCE COMPANY
			
	 	 	By:	 	 Prudential Private Placement Investors,
 L.P. (as Investment Advisor)

			
	 	 	By:	 	 Prudential Private Placement Investors, Inc.
 (as its General Partner)

				
	 	 	 	 	By:	 	  


	 	 	 	 	Name:
	 	 	 	 	Title: Vice President
		
	Tax Identification Number	 	43-1235868

  

 Schedule A-38 









							
	 Purchaser Name

	  	 AMERICAN BANKERS INSURANCE COMPANY OF FLORIDA, INC.


	 Name in which to register Notes
	  	AMERICAN BANKERS INSURANCE COMPANY OF FLORIDA, INC.
		
	Series B Note registration number; principal amount	  	RB-10; $2,000,000
		
	 Payment on Account of Note
	  	 
			
	 	 	 Method
	  	Federal Funds Wire Transfer
			
	 	 	 Account Information
	  	 JP Morgan Chase Bank
 ABA No.:
021000021
 Account No.: 900-9000168
 Account Name: JP Morgan
Chase
 For further credit to Account No.: G09887
 Account Name:
ABIC - Prudential Private Placements
 Re: (See “Accompanying information” below)

			
	 Accompanying Information
	  	Name of Issuer:	  	BROWN & BROWN, INC.
			
	 	  	 Description of
 Security:
	  	6.08% Series B Senior Notes Due July 15, 2014
			
	 	  	PPN:	  	115236 A@ 0
		
	 	  	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address for Notices Related to Payments	  	 JP Morgan Chase Bank
 Investor
Services
 3 Chase Metrotech Center
 North America Insurance,
5S5
 Brooklyn, NY 11245
 Attention: Anna Marie Mazza

Telephone: (718) 242-5399
 Facsimile: (718) 242-8328

		
	 	  	and
		
	 	  	 Fortis, Inc.
 One Chase Manhattan
Plaza
 New York, NY 10005
 Attention: Kevin P. Mahoney

AVP, Investment Accounting & Treasury Operations
 Telephone: (212) 859-7184
 Facsimile: (212) 859-7043

		
	 Address for All Other Notices
	  	 Prudential Private Placement Investors, L.P.
 4 Gateway Center, 100 Mulberry Street
 Newark, NJ 07102
 Attention: Albert Trank, Managing Director
 Telephone: (973) 802-8608
 Facsimile: (973) 624-6432


  

 Schedule A-39 









							
	 Purchaser Name

	  	 AMERICAN BANKERS INSURANCE COMPANY OF FLORIDA, INC.


	 Instructions re Delivery of Notes
	  	 JP Morgan Chase Bank
 4 New York Plaza,
Ground Floor Window
 New York, NY 10004
 Attention: Receive
Window

		
	 	  	Ref: account number (ABIC - Prudential Private Placements; Account Number: G09887)
		
	 	  	Send copy by nationwide overnight delivery service to:
		
	 	  	 Prudential Capital Group
 Gateway Center
4
 100 Mulberry, 7th Floor
 Newark, NJ 07102
 Attention: Trade Management, Manager
 Telephone: (973)
367-3141

		
	 Signature Block
	  	AMERICAN BANKERS INSURANCE COMPANY OF FLORIDA, INC.
			
	 	  	By:	  	 Prudential Private Placement Investors,
 L.P. (as Investment Advisor)

			
	 	  	By:	  	 Prudential Private Placement Investors, Inc.
 (as its General Partner)

				
	 	  	 	  	By:	  	  


	 	  	 	  	Name:	  	 
	 	  	 	  	Title:	  	Vice President
		
	 Tax Identification Number
	  	59-0593886

  

 Schedule A-40 









							
	 Purchaser Name

	  	 AMERICAN MEMORIAL LIFE INSURANCE COMPANY


	Name in which to register Notes	  	AMERICAN MEMORIAL LIFE INSURANCE COMPANY
		
	Series B Note registration number; principal amount	  	RB-11; $2,000,000
		
	Payment on Account of Note	  	 
		
	 Method
	  	Federal Funds Wire Transfer
		
	 Account Information
	  	 M&I Marshall & Ilsley Bank
 Milwaukee, WI
 ABA No.: 075000051
 DDA Account No.:
27006
 Account Name: General Trust Fund
 For further credit to
Account No.: 89-0035-77-7
 Account Name: AMLIC Prudential Private Placements
 Re: (See “Accompanying information” below)

			
	Accompanying Information	  	Name of Issuer:	 	BROWN & BROWN, INC.
			
	 	  	 Description of
 Security:
	 	6.08% Series B Senior Notes Due July 15, 2014
			
	 	  	PPN:	 	115236 A@ 0
		
	 	  	 Due date and application (as among principal, premium and interest) of the
 payment being made.

		
	Address for Notices Related to Payments	  	 Marshall & Ilsley Trust Company
 1000
North Water Street
 Milwaukee, WI 53202
 Attention: Kim
Palleon
 Telephone: (414) 287-7084
 Facsimile: (414)
287-7125

		
	 	  	and
		
	 	  	 Fortis, Inc.
 One Chase Manhattan
Plaza
 New York, NY 10005
 Attention: Kevin P. Mahoney

AVP, Investment Accounting & Treasury Operations
 Telephone: (212) 859-7184
 Facsimile: (212) 859-7043

		
	Address for All Other Notices	  	 Prudential Private Placement Investors, L.P.
 4 Gateway Center, 100 Mulberry Street
 Newark, NJ 07102
 Attention: Albert Trank, Managing Director
 Telephone: (973) 802-8608
 Facsimile: (973) 624-6432


  

 Schedule A-41 









							
	 Purchaser Name

	 	 AMERICAN MEMORIAL LIFE INSURANCE COMPANY


	Instructions re Delivery of Notes	 	 Marshall & Ilsley Trust Company, N.A.
 1000 N. Water Street, Asset Booking, TR14
 Milwaukee, WI 53202
 Attention: Margaret A. Armstrong
 Telephone: (414) 287-8531
 Ref: account number (AMLIC - Prudential Private Placements; Account
 Number: 89 0035 77 7).

		
	 	 	Send copy by nationwide overnight delivery service to:
		
	 	 	 Prudential Capital Group
 Gateway Center
4
 100 Mulberry, 7th Floor
 Newark, NJ 07102
 Attention: Trade Management, Manager
 Telephone: (973)
367-3141

		
	Signature Block	 	AMERICAN MEMORIAL LIFE INSURANCE COMPANY
			
	 	 	By:	 	 Prudential Private Placement Investors,
 L.P.
(as Investment Advisor)

			
	 	 	By:	 	 Prudential Private Placement Investors, Inc.
 (as its General Partner)

				
	 	 	 	 	By:	 	  


	 	 	 	 	Name:	 	 
	 	 	 	 	Title:   Vice President
		
	Tax Identification Number	 	46-0260270

  

 Schedule A-42 









							
	 Purchaser Name

	 	 	 	 FORTIS INSURANCE COMPANY


	Name in which to register Notes	 	FORTIS INSURANCE COMPANY
		
	Series B Note registration number;
principal amount	 	RB-12; $1,150,000
		
	Payment on Account of Note	 	 
		
	 Method
	 	Federal Funds Wire Transfer
		
	 Account Information
	 	 M&I Marshall & Ilsley Bank
 Milwaukee, WI
 ABA No.: 075000051
 DDA Account No.:
27006
 Account Name: General Trust Fund
 For further credit to
Account No.: 89-0035-78-5
 Account Name: Fortis Insurance Prudential Private Placements
 Re: (See “Accompanying information” below)

			
	Accompanying Information	 	Name of Issuer:	 	BROWN & BROWN, INC.
			
	 	 	 Description of
 Security:
	 	6.08% Series B Senior Notes Due July 15, 2014
			
	 	 	PPN:	 	115236 A@ 0
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address for Notices Related to Payments	 	 Marshall & Ilsley Trust Company
 1000
North Water Street
 Milwaukee, WI 53202
 Attention: Kim
Palleon
 Telephone: (414) 287-7084
 Facsimile: (414)
287-7125

		
	 	 	and
		
	 	 	 Fortis, Inc.
 One Chase Manhattan
Plaza
 New York, NY 10005
 Attention: Kevin P. Mahoney
AVP, Investment Accounting & Treasury Operations
 Telephone: (212) 859-7184
 Facsimile: (212) 859-7043

		
	Address for All Other Notices	 	 Prudential Private Placement Investors, L.P.
 4 Gateway Center, 100 Mulberry Street
 Newark, NJ 07102
 Attention: Albert Trank, Managing Director
 Telephone: (973) 802-8608
 Facsimile: (973) 624-6432


  

 Schedule A-43 









							
	 Purchaser Name

	  	 FORTIS INSURANCE COMPANY


	Instructions re Delivery of Notes	  	 Marshall & Ilsley Trust Company, N.A.
 1000 N. Water Street, Asset Booking, TR14
 Milwaukee, WI 53202
 Attention: Margaret A. Armstrong
 Telephone: (414) 287-8531
 Ref: account number (Fortis Insurance - Prudential Private Placements;
Account Number: 89 0035 78 5).

		
	 	  	 Send copy by nationwide overnight delivery service to:

		
	 	  	 Prudential Capital Group
 Gateway Center
4
 100 Mulberry, 7th Floor
 Newark, NJ 07102
 Attention: Trade Management, Manager
 Telephone: (973)
367-3141

		
	 Signature Block
	  	 FORTIS INSURANCE COMPANY

			
	 	  	By:	  	 Prudential Private Placement Investors,
 L.P. (as Investment Advisor)

			
	 	  	By:	  	 Prudential Private Placement Investors, Inc.
 (as its General Partner)

				
	 	  	 	  	By:	  	  


				
	 	  	 	  	Name:	  	 
	 	  	 	  	Title:	  	Vice President
		
	 Tax Identification Number
	  	39-0658730

  

 Schedule A-44 









					
	 Purchaser Name

	  	 JOHN ALDEN LIFE INSURANCE COMPANY


	Name in which to register Notes	  	 JOHN ALDEN LIFE INSURANCE COMPANY

		
	Series B Note registration number; principal amount	  	 RB-13; $1,500,000

		
	Payment on Account of Note	  	 
		
	 Method
	  	Federal Funds Wire Transfer
		
	 Account Information
	  	 M&I Marshall & Ilsley Bank
 Milwaukee, WI
 ABA No.: 075000051
 DDA Account No.:
27006
 Account Name: General Trust Fund
 For further credit to
Account No.: 89-0035-79-3
 Account Name: JALIC Prudential Private Placements
 Re: (See “Accompanying information” below)

			
	Accompanying Information	  	Name of Issuer:	  	BROWN & BROWN, INC.
			
	 	  	 Description of
 Security:
	  	6.08% Series B Senior Notes Due July 15, 2014
			
	 	  	PPN:	  	115236 A@ 0
		
	 	  	 Due date and application (as among principal, premium and interest) of the payment being made.

		
	Address for Notices Related to Payments	  	 Marshall & Ilsley Trust Company
 1000
North Water Street
 Milwaukee, WI 53202
 Attention: Kim
Palleon
 Telephone: (414) 287-7084
 Facsimile: (414)
287-7125

		
	 	  	 and

		
	 	  	 Fortis, Inc.
 One Chase Manhattan
Plaza
 New York, NY 10005
 Attention: Kevin P. Mahoney
AVP, Investment Accounting & Treasury Operations
 Telephone: (212) 859-7184
 Facsimile: (212) 859-7043

		
	Address for All Other Notices	  	 Prudential Private Placement Investors, L.P.
 4 Gateway Center, 100 Mulberry Street
 Newark, NJ 07102
 Attention: Albert Trank, Managing Director
 Telephone: (973) 802-8608
 Facsimile: (973) 624-6432


  

 Schedule A-45 









							
	 Purchaser Name

	  	 JOHN ALDEN LIFE INSURANCE COMPANY


	Instructions re Delivery of Notes	  	 Marshall & Ilsley Trust Company, N.A.
 1000 N. Water Street, Asset Booking, TR14
 Milwaukee, WI 53202
 Attention: Margaret A. Armstrong
 Telephone: (414) 287-8531
 Ref: account number (JALIC - Prudential Private Placements; Account
 Number: 89 0035 79 3).

		
	 	  	Send copy by nationwide overnight delivery service to:
		
	 	  	 Prudential Capital Group
 Gateway Center
4
 100 Mulberry, 7th Floor
 Newark, NJ 07102
 Attention: Trade Management, Manager
 Telephone: (973)
367-3141

		
	Signature Block	  	JOHN ALDEN LIFE INSURANCE COMPANY
			
	 	  	By:	  	 Prudential Private Placement Investors,
 L.P. (as Investment Advisor)

			
	 	  	By:	  	 Prudential Private Placement Investors, Inc.
 (as its General Partner)

				
	 	  	 	  	By:	  	  


	 	  	 	  	Name:	  	 
	 	  	 	  	Title:	  	Vice President
		
	Tax Identification Number	  	41-0999752

  

 Schedule A-46 









							
	 Purchaser Name

	 	 PHOENIX LIFE INSURANCE COMPANY


	Name in which to register Notes	 	PHOENIX LIFE INSURANCE COMPANY
		
	 Series A Note registration
 number; principal
amount
	 	RA-13; $3,000,000
		
	 Series B Note registration
 number; principal
amount
	 	RB-14; $4,000,000
		
	Payment on account of Note	 	 
		
	 Method
	 	Federal Funds Wire Transfer
		
	 Account information
	 	 JPMorgan Chase Bank
 New York, New
York
 ABA No.: 021-000-021
 Acct. No. 900 9002 859
 Acct Name: Income Processing
 Ref: G05123, Phoenix Life Insur.
 Further Ref: (See “Accompanying information” below)

			
	Accompanying information	 	Name of Issuer:	 	BROWN & BROWN, INC.
			
	 	 	 Description of
 Security:
	 	5.57% Series A Senior Notes Due September 15, 2011
			
	 	 	PPN:	 	115236 A* 2
			
	 	 	 Description of
 Security:
	 	6.08% Series B Senior Notes Due July 15, 2014
			
	 	 	PPN:	 	115236 A@ 0
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address / Fax # for notices related to payments	 	 Phoenix Investment Partners
 Attn: Private
Placement Department
 56 Prospect Street
 Hartford, CT
06115

		
	Address / Fax # for all other notices	 	 Phoenix Investment Partners
 Attn: Private
Placement Department
 56 Prospect Street
 Hartford, CT
06115

		
	 	 	with a copy to:
		
	 	 	 Phoenix Life Insurance Company
 Attn: John
Mulrain
 One American Row
 PO Box 5056
 Hartford, CT 06102-5056

		
	Signature Block	 	PHOENIX LIFE INSURANCE COMPANY
			
	 	 	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 

  

 Schedule A-47 









					
	 Purchaser Name

	  	 PHOENIX LIFE INSURANCE COMPANY


	Instructions re Delivery of Notes	  	 Phoenix Life Insurance Company
 Attn: John
Mulrain
 One American Row
 Hartford, CT
06115

		
	Tax identification number	  	06-0493340

  

 Schedule A-48 









									
	 Purchaser Name

	 	 PHL VARIABLE INSURANCE COMPANY


	Name in which to register Notes	 	PHL VARIABLE INSURANCE COMPANY
		
	Series A Note registration number; principal amount	 	RA-14; $500,000
		
	Series B Note registration number; principal amount	 	RB-15; $500,000
		
	Payment on account of Note	 	 
			
	 	 	 Method
	 	Federal Funds Wire Transfer
			
	 	 	 Account information
	 	 JPMorgan Chase Bank
 New York, New
York
 ABA No.: 021-000-021
 Acct. No. 900 9002 859
 Acct Name: Income Processing
 Ref: G09766, Phoenix Life Insur.
 Further Ref: (See “Accompanying information” below)

			
	Accompanying information	 	Name of Issuer:	 	BROWN & BROWN, INC.
			
	 	 	 Description of
 Security:
	 	5.57% Series A Senior Notes Due September 15, 2011
			
	 	 	PPN:	 	115236 A* 2
			
	 	 	 Description of
 Security:
	 	6.08% Series B Senior Notes Due July 15, 2014
			
	 	 	PPN:	 	115236 A@ 0
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address / Fax # for notices related to payments	 	 Phoenix Investment Partners
 Attn: Private
Placement Department
 56 Prospect Street
 Hartford, CT
06115

		
	Address / Fax # for all other notices	 	 Phoenix Investment Partners
 Attn: Private
Placement Department
 56 Prospect Street
 Hartford, CT
06115

		
	 	 	with a copy to:
		
	 	 	 Phoenix Life Insurance Company
 Attn: John
Mulrain
 One American Row
 PO Box 5056
 Hartford, CT 06102-5056

		
	Signature Block	 	PHL VARIABLE INSURANCE COMPANY
			
	 	 	By:	 	  


	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 

  

 Schedule A-49 









			
	 Purchaser Name

	  	 PHL VARIABLE INSURANCE COMPANY


	Instructions re Delivery of Notes	  	 Phoenix Life Insurance Company
 Attn: John
Mulrain
 One American Row
 Hartford, CT
06115

		
	Tax identification number	  	06-1045829

  

 Schedule A-50 









									
	 Purchaser Name

	 	 PHL VARIABLE INSURANCE COMPANY


	Name in which to register Notes	 	PHL VARIABLE INSURANCE COMPANY
		
	Series A Note registration number; principal amount	 	RA-15; $1,000,000
		
	Payment on account of Note	 	 
		
	                    Method	 	Federal Funds Wire Transfer
		
	                    Account information	 	 JPMorgan Chase Bank
 New York, New
York
 ABA No.: 021-000-021
 Acct. No. 900 9002 859
 Acct Name: Income Processing
 Ref: G09390, Phoenix Life Insur.
 Further Ref: (See “Accompanying information” below)

			
	Accompanying information	 	Name of Issuer:	  	BROWN & BROWN, INC.
			
	 	 	 Description of
 Security:
	  	5.57% Series A Notes Due September 15, 2011
			
	 	 	PPN:	  	115236 A* 2
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address / Fax # for notices related to payments	 	 Phoenix Investment Partners
 Attn: Private
Placement Department
 56 Prospect Street
 Hartford, CT
06115

		
	Address / Fax # for all other notices	 	 Phoenix Investment Partners
 Attn: Private
Placement Department
 56 Prospect Street
 Hartford, CT
06115

		
	 	 	with a copy to:
		
	 	 	 Phoenix Life Insurance Company
 Attn: John
Mulrain
 One American Row
 PO Box 5056
 Hartford, CT 06102-5056

		
	Signature Block	 	PHL VARIABLE INSURANCE COMPANY
			
	 	 	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
		
	Instructions re Delivery of Notes	 	 Phoenix Life Insurance Company
 Attn: John
Mulrain
 One American Row
 Hartford, CT
06115

		
	Tax identification number	 	06-1045829

  

 Schedule A-51 









									
	 Purchaser Name

	 	 PHL VARIABLE INSURANCE COMPANY


	 Name in which to register Notes
	 	PHL VARIABLE INSURANCE COMPANY
		
	Series A Note registration number; principal amount	 	RA-16; $500,000
		
	 Payment on account of Note
	 	 
			
	 	 	 Method
	 	Federal Funds Wire Transfer
			
	 	 	 Account information
	 	 JPMorgan Chase Bank
 New York, New
York
 ABA No.: 021-000-021
 Acct. No. 900 9002 859
 Acct Name: Income Processing
 Ref: G09389, Phoenix Life Insur.
 Further Ref: (See “Accompanying information” below)

			
	 Accompanying information
	 	Name of Issuer:	  	BROWN & BROWN, INC.
			
	 	 	 Description of
 Security:
	  	5.57% Series A Notes Due September 15, 2011
			
	 	 	PPN:	  	115236 A* 2
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	Address / Fax # for notices related to payments	 	 Phoenix Investment Partners
 Attn: Private
Placement Department
 56 Prospect Street
 Hartford, CT
06115

		
	Address / Fax # for all other notices	 	 Phoenix Investment Partners
 Attn: Private
Placement Department
 56 Prospect Street
 Hartford, CT
06115

		
	 	 	with a copy to:
		
	 	 	 Phoenix Life Insurance Company
 Attn: John
Mulrain
 One American Row
 PO Box 5056
 Hartford, CT 06102-5056

		
	 Signature Block
	 	PHL VARIABLE INSURANCE COMPANY
			
	 	 	By:	 	  


			
	 	 	Name:	 	 
	 	 	Title:	 	 
		
	 Instructions re Delivery of Notes
	 	 Phoenix Life Insurance Company
 Attn: John
Mulrain
 One American Row
 Hartford, CT
06115

		
	 Tax identification number
	 	06-1045829

  

 Schedule A-52 









					
	 Purchaser Name

	  	 PHL VARIABLE INSURANCE COMPANY


	Name in which to register Notes	  	PHL VARIABLE INSURANCE COMPANY
		
	 Series B Note registration
 number; principal
amount
	  	RB-16; $1,500,000
		
	 Payment on account of Note
  
 Method
  
 Account information
	  	  
  
 Federal Funds Wire Transfer
  
 JPMorgan Chase
Bank New York,
 New York ABA No.: 021-000-021
 Acct. No. 900 9002
859
 Acct Name: Income Processing
 Ref: G05948, Phoenix Life
Insur.
 Further Ref: (See “Accompanying information” below)

		
	Accompanying information	  	 Name of Issuer:             BROWN & BROWN, INC.
  
 Description of
 Security:                        6.08% Series B Senior Notes Due July 15, 2014
  
 PPN:                             115236 A@ 0
  
 Due date and application (as among principal, premium and interest) of the payment being
made.

		
	Address / Fax # for notices related to payments	  	 Phoenix Investment Partners
 Attn: Private
Placement Department
 56 Prospect Street
 Hartford, CT
06115

		
	Address / Fax # for all other notices	  	 Phoenix Investment Partners
 Attn: Private
Placement Department
 56 Prospect Street
 Hartford, CT
06115
  
 with a copy to:
  
 Phoenix Life Insurance Company
 Attn: John Mulrain
 One American Row
 PO Box 5056
 Hartford, CT 06102-5056

		
	Signature Block	  	PHL VARIABLE INSURANCE COMPANY
			
	 	  	By:	 	  


	 	  	Name:
	 	  	Title:
		
	Instructions re Delivery of Notes	  	 Phoenix Life Insurance Company
 Attn: John
Mulrain
 One American Row
 Hartford, CT
06115

		
	Tax identification number	  	06-1045829

  

 Schedule A-53 









					
	 Purchaser Name

	 	 LIFE INSURANCE COMPANY OF THE SOUTHWEST


	Name in which to register Notes	 	LIFE INSURANCE COMPANY OF THE SOUTHWEST
		
	 Series B Note registration
 number; principal
amount
	 	RB-17; $6,000,000
		
	Payment on account of Note	 	 
		
	 Method
	 	Federal Funds Wire Transfer
		
	 Account information
	 	 J.P. Morgan Chase & Co.
 New York, NY
10010
 ABA #: 021000021
 Account No.: 910-2-754349
 Re: (See “Accompanying information” below)

		
	Accompanying information	 	Name of Issuer:    BROWN & BROWN, INC.
		
	 	 	 Description of
 Security:                6.08% Series B Senior Notes Due July 15, 2014

		
	 	 	PPN:                      115236 A@ 0
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	 Address / Fax # for notices
 related to
payments
	 	 Life Insurance Company of the Southwest
 c/o National Life Insurance Company
 One National Drive
 Montpelier, VT 05604
 Attn: Private Placements
 Fax:
(802) 223-9332

		
	Address / Fax # for all other notices	 	 Life Insurance Company of the Southwest
 c/o National Life Insurance Company
 One National Drive
 Montpelier, VT 05604
 Attn: Private Placements
 Fax:
(802) 223-9332

		
	Instructions re Delivery of Notes	 	 Life Insurance Company of the Southwest
 c/o National Life Insurance Company
 One National Drive
 Montpelier, VT 05604
 Attn: R. Scott Higgins

		
	Signature Block	 	LIFE INSURANCE COMPANY OF THE SOUTHWEST
			
	 	 	By:	  	  


	 	 	Name:
	 	 	Title:
		
	Tax identification number	 	75-0953004

  

 Schedule A-54 









							
	 Purchaser Name

	 	 SECURITY FINANCIAL LIFE INSURANCE CO.


	Name in which to register Notes	 	SECURITY FINANCIAL LIFE INSURANCE CO.
		
	Series B Note registration number; principal amount	 	RB-18; $2,000,000
		
	Payment on account of Note	 	 
		
	 Method
	 	Federal Funds Wire Transfer
		
	 Account information
	 	 Union Bank & Trust Company
 4732
Calvert Street
 Lincoln NE 68501-2535
 ABA No. 1049 1079
5
 Account of: Security Financial Life Insurance Co.
 Account
Number: 338 1480
 Re: (See “Accompanying information” below)

			
	Accompanying information	 	Name of Issuer:	  	BROWN & BROWN, INC.
			
	 	 	 Description of
 Security:
	  	6.08% Series B Senior Notes Due July 15, 2014
			
	 	 	PPN:	  	115236 A@ 0
		
	 	 	Due date and application (as among principal, premium and interest) of the payment being made.
		
	 Address / Fax # for notices
 related to
payments
	 	 Security Financial Life Insurance Co.
 4000 Pine Lake Road
 Lincoln, NE 68516
 Attention:
Investment Division
 Fax: (402) 458-2170
 Phone: (402)
434-9600

		
	Address / Fax # for all other notices	 	 Security Financial Life Insurance Co.
 4000 Pine Lake Road
 P.O. Box 82248
 Lincoln, NE
68501-2248

		
	Instructions re Delivery of Notes	 	 Security Financial Life Insurance Co.
 4000 Pine Lake Road
 Lincoln, NE 68516
 Attention:
Svetlana Ungar

		
	Signature Block	 	SECURITY FINANCIAL LIFE INSURANCE CO.
			
	 	 	 By:

	  	 
	 	 	Name:
	 	 	Title:
		
	Tax identification number	 	47-0293990

  

 Schedule A-55 








 SCHEDULES B 
  
 DEFINED TERMS 
  
 As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: 
  
 “Affiliate” means, at any time, and with respect to any
Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “Control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly
requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company. 
  
 “Asset Disposition” means any Transfer except: 
  

(a) any 
  
 (i) Transfer from a Subsidiary to the Company or a Wholly-Owned Subsidiary; 
  
 (ii) Transfer from the Company to a Wholly-Owned Subsidiary; and 
  
 (iii) Transfer from the Company or a Wholly-Owned Subsidiary
to a Subsidiary (other than a Wholly-Owned Subsidiary) or from a Subsidiary to another Subsidiary, which in either case is for Fair Market Value; 
  
 so long as immediately before and immediately after the consummation of any such Transfer and after giving effect thereto, no Default or Event of Default exists; and

  
 (b) any Transfer made in the ordinary course
of business and involving only property that is either (i) inventory held for sale or (ii) equipment, fixtures, supplies or materials that are obsolete. 
  
 “Bank Credit Agreement” means, collectively, that certain Revolving Loan Agreement, dated as of September 29, 2003, between the Company
and SunTrust Bank and that certain Amended and Restated Revolving and Term Loan Agreement, dated as of January 3, 2001, between the Company and SunTrust Bank, each as amended, refinanced or replaced from time to time. 
  
 “Book of Business Sales” means the sale by the Company or
any Subsidiary in the ordinary course of business of a book of business, either by the sale of assets or Capital Stock, which may include the sale of what is characterized as its profit center operations (i.e. office) that are made from time to time
and are consistent with past practices, and where the value is less than $10,000,000. 
  

 Schedule B-1 








 “Brown Family” means, collectively, (a) J. Hyatt Brown and Celia Brown and their
children and grandchildren and (b) Persons controlled by or for the benefit of such individuals. 
  
 “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or
authorized to be closed. 
  
 “Capital Lease”
means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP. 
  
 “Capital Stock” means any class of capital stock, share capital, limited liability company interest,
general or limited partnership interest or any other similar equity interest of a Person. 
  
 “Change in Control” is defined in Section 8.3(f). 
  
 “Change in Control Prepayment Date” is defined in Section 8.3(b). 
  
 “Closing” is defined in Section 3. 
  
 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time. 
  
 “Company” is defined in the introductory paragraph of this Agreement. 
  
 “Confidential Information” is defined in Section 20. 
  
 “Consolidated EBITDA” means, for any period, the result of (a) Consolidated Net Income for such period
plus, to the extent deducted in determining Consolidated Net Income for such period, the aggregate amount of (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period, (iii) depreciation and amortization for such
period and (iv) non-cash charges, including all non-cash compensation, minus (b) gains on sales of assets (excluding sales in the ordinary course of business, which would include Book of Business Sales) and other extraordinary gains and other
one-time non-cash gains, all as determined in accordance with GAAP. 
  
 “Consolidated Interest Expense” means, for any period, the sum, for the Company and its Subsidiaries (determined in accordance with GAAP), of all interest expense in respect of Indebtedness (including, without limitation,
the interest component of any payments in respect of Capital Lease obligations) accrued or capitalized during such period; provided, however, that in calculating Consolidated Interest Expense effect shall be given to any interest rate protection
agreements, whether or not such agreements constitute debits or credits in accordance with GAAP. 
  
 “Consolidated Net Income” means, for any period, the net income (or loss) of the Company and its Subsidiaries, determined on a
consolidated basis for such period and as determined in accordance with GAAP, adjusted to exclude the effect of any extraordinary gain or loss. 
  

 Schedule B-2 








 “Consolidated Net Indebtedness” means, as of any date of determination, the total
of all Indebtedness of the Company and its Subsidiaries outstanding on such date, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in the course of preparation
of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP, less the aggregate amount of Permitted Investments in excess of $25,000,000. 
  
 “Consolidated Net Worth” means, as of any date, total stockholders’ equity of the Company and its
Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP. 
  
 “Consolidated Rental Expense” means, for any period, the sum of all rentals paid or payable under operating lease obligations of the Company and its Subsidiaries (including, without limitation, all
payments which the lessee is obligated to make to the lessor as the result of the termination of a lease obligation or any surrender of the property subject to such lease obligation, but excluding therefrom any amounts required to be paid by the
Company or a Subsidiary (whether or not designated as rents or additional rents) on account of maintenance, repairs, insurance, taxes and similar charges), all determined on a consolidated basis for such period. 
  
 “Consolidated Total Assets” means, as of any date, the total
assets of the Company and its Subsidiaries which would be shown as assets on a consolidated balance sheet of the Company and its Subsidiaries as of such date prepared in accordance with GAAP, after eliminating all amounts properly attributable to
minority interests, if any, in the stock and surplus of Subsidiaries. 
  
 “Debt Prepayment Application” means, with respect to any Asset Disposition of any property, the application by the Company or any Subsidiary, as the case may be, of cash in an amount equal to the Net Proceeds with respect
to such Asset Disposition to pay Senior Debt (other than (a) Senior Debt owing to the Company or any of its Subsidiaries or any Affiliate and (b) Senior Debt in respect of any revolving credit or similar facility providing any Obligor or any such
Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Senior Debt the availability of credit under such credit facility is permanently reduced by an amount not less than
the amount of such proceeds applied to the payment of such Senior Debt), provided that in the course of making such application the Company shall offer to prepay each outstanding Note, in accordance with Section 8.4, in a principal amount
equal to the Ratable Portion of the holder of such Note in respect of such Asset Disposition. If any holder of a Note fails to accept such offer of prepayment, then, for purposes of the preceding sentence only, the Company nevertheless will be
deemed to have paid Senior Debt in an amount equal to the Ratable Portion of the holder of such Note in respect of such Asset Disposition. 
  
 “Debt Prepayment Transfer” is defined in Section 8.4(a). 
  
 “Default” means an event or condition the occurrence or existence of which would, with the lapse of time or
the giving of notice or both, become an Event of Default. 
  

 Schedule B-3 








 “Default Rate” means that rate of interest in respect of a Series of Notes that is the
greater of (a) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes of such Series or (b) 2% over the rate of interest publicly announced by The Bank of New York in New York, New York as its
“base” or “prime” rate. 
  
 “Disposition Value” means, at any time, with respect to any property 
  
 (a) in the case of property that does not constitute Subsidiary Stock, the book value thereof, valued at the time of such disposition in
good faith by the Company, and 
  
 (b) in the
case of property that constitutes Subsidiary Stock, an amount equal to that percentage of book value of the assets of the Subsidiary that issued such stock as is equal to the percentage that the book value of such Subsidiary Stock represents of the
book value of all of the outstanding Capital Stock of such Subsidiary (assuming, in making such calculations, that all Securities convertible into such Capital Stock are so converted and giving full effect to all transactions that would occur or be
required in connection with such conversion) determined at the time of the disposition thereof in good faith by the Company. 
  
 “Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited
to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 
  
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect. 
  
 “ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code. 
  
 “Event of Default” is defined in Section 11. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 
  
 “Fair Market Value” means, at any
date of determination and with respect to any property, the sale value of such property that would be realized in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a
compulsion to buy or sell) as determined by a Responsible Officer of the Company acting in good faith. 
  
 “Financing Documents” means this Agreement, the Notes and the Subsidiary Guaranty, as each may be amended, restated or otherwise modified
from time to time, and all other documents to be executed and/or delivered in favor of any holders of Notes, or all of them, by the Company, any of its Subsidiaries, or any other Person in connection with this Agreement. 
  
 “First Closing” is defined in Section 3.1. 
  

 Schedule B-4 








 “First Closing Date” is defined in Section 3.1. 
  
 “Fixed Charge Coverage Ratio” means, at the end of any
fiscal quarter, the ratio of (a) the sum of (i) Consolidated EBITDA plus (ii) Consolidated Rental Expense, both calculated for the period of four consecutive fiscal quarters then ended to (b) the sum of (i) Consolidated Interest Expense
plus (ii) Consolidated Rental Expense, both calculated for such period. 
  
 “GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America. 
  
 “Governmental Authority” means 
  
 (a) the government of 
  
 (i) the United States of America or any State or other political subdivision thereof, or 
  
 (ii) any jurisdiction in which the Company or any Subsidiary
conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or 
  
 (b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such
government. 
  
 “Guaranty” means, with respect to
any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any
other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person: 
  
 (a) to purchase such indebtedness or obligation or any property constituting security therefor; 

 
 (b) to advance or supply funds (i) for the purchase or
payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of
such indebtedness or obligation; 
  
 (c) to lease
properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or 
  
 (d) otherwise to assure the owner of such indebtedness or
obligation against loss in respect thereof. 
  
 In any computation
of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor. 
  

 Schedule B-5 








 “holder” means, with respect to any Note, the Person in whose name such Note is
registered in the register maintained by the Company pursuant to Section 13.1. 
  
 “Indebtedness” means, with respect to any Person, at any time, without duplication, 
  
 (a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock; 
  
 (b) its liabilities for the deferred purchase price of
property acquired by such Person (including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property but excluding (i) accounts payable arising in the ordinary course of
business and (ii) payment obligations in respect of acquisitions of any Person (whether by acquisition of a majority of the Voting Stock of such Person or all or substantially all of its assets) to the extent that the amount thereof is dependent on
the future financial performance of such Person (or assets) until such time as any such obligation would be required to be shown on a balance sheet of such Person prepared at such time in accordance with GAAP (at which time such obligation shall
constitute “Indebtedness”)); 
  
 (c)
all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases; 
  
 (d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has
assumed or otherwise become liable for such liabilities); 
  
 (e) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (d) hereof excluding letters of credit except for standby letters of credit constituting credit support for
any Indebtedness described in clauses (a) through (d) above. 
  
 Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (e) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is
deemed to be extinguished under GAAP. 
  
 “INHAM
Exemption” is defined in Section 6.2(e). 
  
 “Institutional Investor” means (a) any original purchaser of a Note, (b) any holder of a Note holding more than 5% of the aggregate principal amount of the Notes then outstanding, and (c) any bank, trust company, savings
and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form. 
  
 “Lien” means, with respect to any Person, any mortgage,
lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or
with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements). 
  

 Schedule B-6 








 “Make-Whole Amount” is defined in Section 8.8. 
  
 “Material” means material in relation to the business,
operations, affairs, financial condition, assets, or properties of the Company and its Subsidiaries taken as a whole. 
  
 “Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or
properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations under this Agreement or the Notes or (c) the validity or enforceability of this Agreement, the Notes or the Subsidiary
Guaranty. 
  
 “Memorandum” is defined in Section
5.3. 
  
 “Multiemployer Plan” means any Plan that
is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA). 
  
 “Net Proceeds” means, with respect to any Transfer of any property by any Person, an amount equal to the difference of 
  
 (a) the aggregate amount of the consideration (valued at the Fair Market Value of such consideration at the
time of the consummation of such Transfer) received by such Person in respect of such Transfer, minus 
  
 (b) all ordinary and reasonable out-of-pocket costs and expenses actually incurred by such Person in connection with such Transfer.

  
 “Notes” is defined in Section 1. 

 
 “Obligors” means, collectively, the Company and the
Subsidiary Guarantors. 
  
 “Officer’s
Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate. 
  
 “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor
thereto. 
  
 “Permitted Investments” means the
aggregate amount of the following: (to the extent not subject to set-off rights, otherwise subject to Liens, or securing liabilities that do not constitute Indebtedness): 
  
 (a) cash balances maintained by the Company or any Subsidiary with Prime Banks; 
  
 (b) the principal amount of all negotiable certificates of
deposit, commercial paper or promissory notes held by the Company or any Subsidiary having a maturity not exceeding one year issued by (i) any United States or any state or governmental agency that is rated at least “A” by Moody’s or
“A” by Standard and Poor’s or (ii) any other entity the short-term debt obligations of which are rated at least “A” by Moody’s or “A” by Standard and Poor’s or (iii) any Prime Bank; and 
  

 Schedule B-7 








 (c) investments in investment funds, investment companies or similar entities sponsored or managed by
Prime Banks or other financial institutions which meet the requirements set forth in clause (b) above and 80% or more of the portfolio of which constitutes cash or other securities of the type specified in clause (b) above. 
  
 For the avoidance of doubt “Permitted Investments” shall not include any
“Restricted Cash” as identified on the Company’s consolidated balance sheet. 
  
 “Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

  
 “Plan” means an “employee benefit
plan” (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the
Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability. 
  
 “Preferred Stock” means any class of capital stock of a corporation that is preferred over any other class of capital stock of such
corporation as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such corporation. 
  
 “Prime Bank” means a bank or trust company whose long-term unsecured debt is rated “A2” or better by Moody’s Investors
Service, Inc. or “A” or better by Standard & Poor’s, Inc. ratings services. 
  
 “Priority Debt” means, as of any date, (without duplication) the sum of (a) all outstanding Indebtedness of any Subsidiary (other than Indebtedness permitted under clauses (a) through (c) of Section
10.7) and (b) all Indebtedness of the Company secured by any Lien pursuant to clause (j) of Section 10.4). 
  
 “Pro  Forma Basis” means, in connection with a merger or consolidation or any conveyance of assets and any determination of
“Consolidated EBITDA”, “Consolidated Net Indebtedness”, “Consolidated Interest Expense” and “Consolidated Rental Expense” for any period of four consecutive fiscal quarters of the Company or a Successor
Corporation (and compliance with any covenant using any of such terms), that such determination shall be made on the assumptions that any merger, acquisition, consolidation or conveyance shall be deemed to have occurred on the first day of the
fourth full fiscal quarter preceding the date of determination and all Indebtedness incurred or paid (or to be incurred or paid) by all such Persons in connection with all such transactions (x) was incurred or paid on the first day of such four
fiscal quarter period, as the case may be, and (y) if incurred, was outstanding in full at all times during such period and had in effect at all times during such period (or any portion of such period during which such Indebtedness was not actually
outstanding) an interest rate equal to the interest rate in effect on the date of the actual incurrence thereof (regardless of whether such interest rate is a floating rate or would otherwise change over time by reference to a formula or for any
other reason). 
  

 Schedule B-8 








 “property” or “properties” means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible, choate or inchoate. 
  
 “Property Reinvestment Application” means, with respect to any Transfer of property, the application of an amount equal to the Net Proceeds with respect to such Transfer to the acquisition by such
Person of operating assets of such Person (excluding, for the avoidance of doubt, cash and cash equivalents), and of at least equivalent Fair Market Value, to the property so Transferred, to be used in the principal business of such Person as
conducted immediately prior to such Transfer or in a business generally related to such principal business. 
  
 “PTE” is defined in Section 6.2(a). 
  
 “Purchasers” is defined in the introductory paragraph of this Agreement. 
  
 “QPAM Exemption” means Prohibited Transaction Class Exemption 84-14 issued by the United States Department
of Labor. 
  
 “Ratable Portion” means, in respect
of any holder of any Note and any Transfer contemplated by the definition of Debt Prepayment Application, an amount equal to the product of 
  
 (a) the Net Proceeds being offered to be applied to the payment of Senior Debt, multiplied by 
  
 (b) a fraction the numerator of which is the outstanding
principal amount of such Note and the denominator of which is the aggregate outstanding principal amount of Senior Debt at the time of such Transfer determined on a consolidated basis in accordance with GAAP. 
  
 “Required Holders” means, at any time, the holders of at
least a majority in principal amount of the Notes (without regard to Series) at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates). 
  
 “Responsible Officer” means any Senior Financial Officer or any other officer of the Company with
responsibility for the administration of the relevant portion of this Agreement. 
  
 “Second Closing” is defined in Section 3.2. 
  
 “Second Closing Compensation Amount” is defined in Section 3.3. 
  
 “Second Closing Date” is defined in Section 3.2. 
  

“Securities Act” means the Securities Act of 1933, as amended from time to time. 
  
 “Senior Debt” means the Notes and any other Indebtedness of
the Company or its Subsidiaries that by its terms is not in any manner subordinated in right of payment to any other unsecured Indebtedness of the Company or any Subsidiary. 
  

 Schedule B-9 








 “Senior Financial Officer” means the chief financial officer, principal accounting
officer, treasurer or controller of the Company. 
  
 “Series” means any one or more series of Notes issued under this Agreement. 
  
 “Series A Notes” is defined in Section 1. 
  
 “Series B Notes” is defined in Section 1. 
  
 “Significant Subsidiary” means at any time any Subsidiary that would at such time constitute a “significant subsidiary” (as
such term is defined in Regulation S-X of the Securities and Exchange Commission as in effect on the First Closing Date) of the Company; provided that Subsidiary Guarantors shall be deemed to be Significant Subsidiaries at all times. 
  
 “Source” is defined in Section 6.2. 
  
 “Subsidiary” means, as to any Person, any corporation,
association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence
of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or
more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the
context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company. 
  
 “Subsidiary Guarantor” means, at any time, any Subsidiary that has executed and delivered the Subsidiary Guaranty or the joinder
agreement thereto and has not been released in accordance with Section 9.6. 
  
 “Subsidiary Guaranty” is defined in Section 4.10. 
  
 “Subsidiary Stock” means, with respect to any Person, the Capital Stock (or any options or warrants to purchase stock, shares or other
Securities exchangeable for or convertible into stock or shares) of any Subsidiary of such Person. 
  
 “Successor Corporation” is defined in Section 10.2(a). 
  
 “Transfer” means, with respect to any Person, any transaction in which such Person sells, conveys,
transfers or leases (as lessor) any of its property, including, without limitation, any transfer or issuance of any Subsidiary Stock (whether by means of a merger of the issuer of such Subsidiary Stock or otherwise). For purposes of determining the
application of the Net Proceeds in respect of any Transfer, the Company may designate any Transfer as one or more separate Transfers each yielding separate Net Proceeds. In any such case, (a) the Disposition Value of any property subject to each
such separate Transfer and (b) the amount of Net Proceeds attributable to any property subject to each such separate Transfer shall be determined by ratably allocating the aggregate Disposition Value of, and the aggregate Net Proceeds attributable
to, all property subject to all such separate Transfers to each such separate Transfer on a proportionate basis. 
  

 Schedule B-10 








 “Transfer Prepayment Date” is defined in Section 8.4(a). 
  
 “Transfer Prepayment Offer” is defined in Section 8.4(a).

  
 “USA Patriot Act” means the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 of the United States of America. 
  

“Voting Stock” means, with respect to any Person, Capital Stock of any class or classes of a corporation, an association or another
business entity the holders of which are ordinarily, in the absence of contingencies, entitled to vote in the election of corporate directors (or individuals performing similar functions) of such Person or which permit the holders thereof to control
the management of such Person, including general partnership interests in a partnership and membership interests in a limited liability company. 
  
 “Wholly-Owned Subsidiary” means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except
directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time. 
  

 Schedule B-11 








 SCHEDULE 3 
  

Payment Instructions 
  
 See attached. 
  

 Schedule 3 








 SCHEDULE 4.9 
  
 Changes in Corporate Structure 
  
 NONE 
  

 Schedule 4.9 








 SCHEDULE 4.10 
  
 Subsidiary Guarantors 
  
 B & B Insurance Services, Inc. 
 Brown & Brown Insurance of Arizona,
Inc. 
 Brown & Brown Insurance of Nevada, Inc. 
 Brown &
Brown of California, Inc. 
 Brown & Brown of Lehigh Valley, Inc. 
 Brown & Brown of Washington, Inc. 
 Florida Intracoastal Underwriters, Limited Company 
 MacDuff Underwriters, Inc. 
 Madoline Corporation 
 Peachtree Special Risk Brokers, LLC 
 Program Management Services, Inc.

 The Young Agency, Inc. 
  

 Schedule 4.10 








 SCHEDULE 5.3 
  
 Disclosure Materials 
  
 NONE 
  

 Schedule 5.3 








 SCHEDULE 5.4 
  
 Subsidiaries of the Company and Ownership of Subsidiary Stock 
  
 One hundred percent (100%) of the outstanding shares of Capital Stock of each direct
subsidiary (that is, those companies listed without any symbol preceding them) are owned by Brown & Brown, Inc. 
  

	 	•	= indirect subsidiary, whose outstanding shares of Capital Stock (or, in the case of companies identified as limited liability companies, membership interests) are owned 100% by the
direct subsidiary (company listed without any symbol preceding its name) listed above the name of such indirect subsidiary 

  

	 	•	= indirect subsidiary whose outstanding shares of Capital Stock are owned 100% by the indirect subsidiary (company with • symbol preceding its name) listed above the name of
such indirect subsidiary 

  
 Acumen
Re Management Corporation(DE) 
 AFC Insurance, Inc. (PA) 
 B & B Insurance Services, Inc. (FL) 

	 	•	Ernest Smith Insurance Agency, Inc. (FL) 


	 	•	Halcyon Underwriters, Inc. (FL) 


	 	•	Hotel-Motel Insurance Group, Inc. (FL) 


	 	•	MacDuff Underwriters, Inc. (FL) 


	 	•	MacDuff America, Inc. (FL) 


	 	•	MacDuff Pinellas Underwriters, Inc. (FL) 

 Balcones-Southwest, Inc. (TX) 
 Brown & Brown Agency of Insurance Professionals, Inc. (OK) 

	 	•	Graham-Rogers, Inc. (OK) 


	 	•	Graham-Rogers of Arkansas, Inc. (AR) 

 Brown & Brown Insurance Agency of Virginia, Inc. (VA) 
 Brown & Brown Insurance Benefits, Inc. (TX)

 Brown & Brown Insurance of Arizona, Inc. (AZ) 

	 	•	Azure IV Acquisition Corporation (AZ) 


	 	•	Brown & Brown of New Mexico, Inc. (NM) 

 Brown & Brown Insurance of Georgia, Inc. (GA) 
 Brown & Brown Insurance of Nevada, Inc. (NV) 
 Brown & Brown Insurance Services of El Paso, Inc. (TX) 
 Brown & Brown Insurance Services of San Antonio, Inc.(TX) 
 Brown & Brown Insurance Services of Texas, Inc. (TX) 
 Brown & Brown Metro, Inc. (NJ) 
 Brown & Brown of Arkansas, Inc. (AR) 
 Brown & Brown of Bartlesville, Inc. (OK)

 Brown & Brown of California, Inc. (CA) 
 Brown & Brown of Central Oklahoma, Inc. (OK) 
  

 Schedule 5.4-1 








 Brown & Brown of Colorado, Inc. (CO) 
 Brown & Brown of Connecticut, Inc. (CT) 
 Brown & Brown of GF/EGF, Inc. (ND) 
 Brown & Brown of Illinois, Inc. (IL) 

Brown & Brown of Iowa, Inc. (IA) 
 Brown & Brown of Kentucky, Inc. (KY) 
 Brown & Brown of Louisiana, Inc. (LA)

 Brown & Brown of Michigan, Inc. (MI) 
 Brown & Brown of Minnesota, Inc. (MN) 
 Brown & Brown of Mississippi, Inc. (MS) 
 Brown & Brown of Missouri, Inc. (MO)

 Brown & Brown of New Hampshire, Inc. (NH) 
 Brown & Brown of New Jersey, Inc. (NJ) 

	 	•	Brown & Brown of Lehigh Valley, Inc. (PA) 

 Brown & Brown of New York, Inc. (NY) 
 Brown & Brown of North Dakota, Inc. (ND) 
 Brown & Brown of Northern California, Inc. (CA) 
 Brown & Brown of Ohio, Inc. (OH) 

	 	•	Brown & Brown of Indiana, Inc. (IN) 


	 	•	Brown & Brown of Southwest Indiana, Inc. (IN) 

 Brown & Brown of Pennsylvania, Inc. (PA) 
 Brown & Brown of South Carolina, Inc. (SC) 
 Brown & Brown of Tennessee, Inc. (TN) 
 Brown & Brown of Washington, Inc. (WA) 

	 	•	Azure VI Merger Co. (CA) 

 Brown &
Brown of West Virginia, Inc. (WV) 
 Brown & Brown of Wisconsin, Inc. (WI) 
 Brown & Brown of Wyoming, Inc. (WY) 
 Brown & Brown Premium Finance Co. (VA) 
 Brown & Brown Re, Inc. (CT) 
 Brown & Brown Realty Co. (DE) 

	 	•	M&J Buildings, LLC (ND) 

 Champion
Underwriters, Inc. 
 Conduit Insurance Managers, Inc. (TX) 
 Energy & Marine Underwriters, Inc. (LA) 
 John Manner Insurance Agency, Inc. (DE) 
 Lancer Claims Services, Inc. (NV) 
 Madoline Corporation (FL) 

	 	•	Florida Intracoastal Underwriters, Limited Company (FL) 

 Payease Financial, Inc. (OK) 
 Peachtree Special Risk Brokers of New York, LLC (NY)

 Peachtree Special Risk Brokers, LLC (GA) 
 Peachtree Special Risk Insurance Brokers of NV, Inc. (NV) 
 Peachtree West Insurance Brokers, Inc. (CA) 
 Physician Protector Plan Risk Purchasing Group, Inc. (FL) 
 Poe & Brown of North
Carolina, Inc. (NC) 
  

 Schedule 5.4-2 








 Proctor Financial, Inc. (MI) 
 Program Management Services, Inc. (FL) 
 RAI of Mississippi, Inc. (MS) 
 RAI of Oklahoma, Inc. (OK) 
 RAI, Inc. (AR) 
 Risk Management Associates, Inc. (FL) 
 Roswell Insurance & Surety Agency, Inc. (NM) 
 Technical Risks, Inc. (TX) 
 TES Acquisition Corp. (CA) 
 The Flagship Group, Ltd. (VA) 
 The Young Agency, Inc. (NY) 
 Title Pac, Inc. (OK) 
 Underwriters Services, Inc. (FL) 
 Unified Seniors Association, Inc. (GA non-profit) 
  


 Schedule 5.4-3 








 SCHEDULE 5.5 
  
 Financial Statements 
  
 1. 2003 Annual Report to Shareholders, including financial statements 
  
 2. Annual Report on Form 10-K for the period ended December 31, 2003, filed March 15, 2004 
  
 3. Quarterly Report on Form 10-Q for the period ended March 31, 2004, filed
May 10, 2004 
  

 Schedule 5.5 








 SCHEDULE 5.8 
  
 Certain Litigation 
  
 NONE 
  

 Schedule 5.8 








 SCHEDULE 5.11 
  
 Patents 
  
 NONE 
  

 Schedule 5.11 








 SCHEDULE 5.12 
  
 ERISA Affiliates and Plans 
  

							
	 PLAN TYPE

	  	 CARRIER/TPA/RECORD KEEPER

	  	 PLAN LEVEL
 (Organization,
 Group, or
 Branch)

	 	 DESCRIPTION


	 Medical
	  	United Benefits	  	Group	 	Approximately 90 locations
	 Dental
	  	Guardian	  	Organization	 	Organization-wide
	 Short-term Disability
	  	Self-funded	  	Organization	 	Organization-wide
	 Long-term Disability
	  	Principal	  	Organization	 	Organization-wide
	 Group Term Life
	  	Principal	  	Organization	 	Organization-wide
	 AD&D
	  	Cigna	  	Organization	 	Organization-wide
	 Voluntary Life - Employee
	  	Principal	  	Organization	 	Organization-wide
	 Voluntary Life - Spouse
	  	Principal	  	Organization	 	Organization-wide
	 Voluntary Life - Child
	  	Principal	  	Organization	 	Organization-wide
	 FSA - Premiums
	  	United Benefits	  	Organization	 	Organization-wide
	 FSA - Healthcare
	  	United Benefits	  	Organization	 	Organization-wide
	 FSA - Dependent Care
	  	United Benefits	  	Organization	 	Organization-wide
	 401(K)
	  	Diversified Investment Advisors	  	Organization	 	Organization-wide
	 Defined Benefit - Frozen
	  	Principal	  	Group	 	Former Poe Employees
	 Non-qualified Deferred Comp.
	  	B&B and The Pangburn Company	  	Employee	 	Lesueur, Chuck
	 Non-qualified Deferred Comp.
	  	B&B - self managed	  	Group	 	Former Poe Employees
	 Life Insurance -w/BB as Beneficiary
	  	Multiple	  	Employee	 	Current & Former Executives
	 Medical-Other
	  	Anthem BCBS	  	Group	 	VA Branches
	 Dental-Other
	  	Anthem BCBS	  	Group	 	VA Branches
	 Medical-Other
	  	Preferred Care	  	Group	 	Rochester, Wolcott (S. Tier), NY
	 Medical-Other
	  	Anthem BCBS	  	Branch	 	Hartford, CT
	 Medical-Other
	  	Horizon BCBS of NJ	  	Branch	 	Florham Park, NJ
	 Dental-Other
	  	Horizon BCBS Dental PPO	  	Branch	 	Florham Park, NJ
	 Dental-Other
	  	Horizon BCBS Dental DMO	  	Branch	 	Florham Park, NJ
	 Medical-Other
	  	BCBS of Rochester	  	Branch	 	Syracuse, NY
	 Medical-Other
	  	HealthNOW HMO	  	Branch	 	Syracuse, NY
	 Medical-Other
	  	MVP HMO	  	Branch	 	Syracuse, NY
	 Medical-Other
	  	MVP HMO (different plan)	  	Branch	 	Endicott, NY
	 Medical-Other
	  	Gunderson Lutheran Health Plan	  	Branch	 	LaCrosse, WI
	 Medical-Other
	  	Horizon BCBS of NJ	  	Branch	 	Marmora, NJ
	 Medical-Other
	  	BCBS of WNY	  	Branch	 	Buffalo, Jamestown, NY
	 Medical-Other
	  	Univera Health Care	  	Branch	 	Buffalo, NY
	 Medical-Other
	  	Empire BCBS-HMO	  	Branch	 	Clifton Park, NY
	 Medical-Other
	  	Horizon BCBS of NJ	  	Branch	 	New Jersey
	 Medical-Other
	  	BCBS of Michigan	  	Branch	 	Flint,Clarkston, MI
	 Medical-Other
	  	Capital BCBS	  	Group	 	Bethlehem, AFC, PA
	 Medical-Other
	  	Anthem BCBS PPO	  	Branch	 	Manassas, VA
	 Medical-Other
	  	Anthem Healthkeepers HMO	  	Branch	 	Manassas, VA
	 Medical-Other
	  	Independence Blue Cross	  	Branch	 	Philadelphia, PA
	 Medical-Other
	  	United Healthcare	  	Branch	 	Rome, NY

  

 Schedule 5.12-1 









							
	 Medical-Other
	 	BCBS	 	Branch	 	Panama City, FL
	 Medical-Other
	 	Capitol Health Plan	 	Branch	 	Tallahasse, FL
	 Medical-Other
	 	Humana	 	Branch	 	Balcones-Southwest, TX
	 Medical-Other
	 	Kaiser Permanete	 	Branch	 	Insurance Marketing Group, GA
	 Medical-Other
	 	AmCare	 	Branch	 	El Paso, TX
	 Medical-Other
	 	Humana	 	Group	 	AZ Branches, El Paso
	 Medical-Other
	 	Principal	 	Group	 	NM Branches
	 Medical-Other
	 	BC of CA HMO Saver/PPO	 	Branch	 	Brea, CA
	 Medical-Other
	 	BC of CA California Care	 	Group	 	Several CA branches
	 Vision-Other
	 	Vision Service Plan	 	Group	 	Several CA branches
	 Medical-Other
	 	BC of CA POS/HMO	 	Group	 	Several CA branches
	 Dental-Other
	 	BC of CA POS/HMO	 	Group	 	Several CA branches
	 Vision-Other
	 	BC of CA POS/HMO	 	Group	 	Several CA branches
	 Medical-Other
	 	Health Plan of Nevada	 	Branch	 	Las Vegas, NV
	 Medical-Other
	 	Medica Health Ins Co	 	Branch	 	Mankato, MN
	 Medical-Other
	 	United Health Care	 	Group	 	Colorado Branches
	 Medical-Other
	 	BCBS of North Dakota	 	Group	 	North Dakota
	 Medical-Other
	 	Pacificare of WA	 	Group	 	WA Offices
	 Vision-Other
	 	Vision Services Plan	 	Group	 	WA Offices
	 Medical-Other
	 	Predent Buyer Group	 	Group	 	WA Offices
	 Vision-Other
	 	Pacific Vison Care	 	Group	 	WA Offices
	 Medical
	 	Fortis	 	Group	 	WITTA
	 Medical
	 	CIGNA Healthcare of NH - HMO	 	Group	 	McDuffee

  

 Schedule 5.12-2 








 SCHEDULE 5.14 
  
 Use of Proceeds 
  
 The proceeds from the sale of the Notes will be used for general corporate purposes including repayment of existing senior debt and acquisitions. 
  

 Schedule 5.14 








 SCHEDULE 5.15 
  
 Existing Indebtedness 
  
 Amended and Restated Revolving and Term Loan Agreement, dated as of January 3, 2001, by and among Brown & Brown, Inc. and SunTrust Bank, as amended, with an
outstanding principal balance of $45,000,000.06 and total availability of $0. 
  
 Revolving Loan Agreement, dated as of September 29, 2003, by and among Brown & Brown, Inc. and SunTrust Bank, as amended, with an outstanding principal balance of $14,940,000 and total availability of $60,060,000. 
  
 Guaranty Agreement, dated as of July 15, 2004, by the following direct or indirect
subsidiaries of Brown & Brown, Inc. in favor of the Noteholders (purchasers of the Notes issued pursuant to the terms of the Note Purchase Agreement, dated as of July 15, 2004): 
  
 B & B Insurance Services, Inc. 
 Brown &
Brown of California, Inc, 
 Brown & Brown of Lehigh Valley, Inc. 
 Brown & Brown of Washington, Inc. 
 Brown & Brown Insurance of Arizona, Inc. 
 Brown & Brown Insurance of Nevada, Inc. 
 Florida Intracoastal Underwriters, Limited Company 
 MacDuff Underwriters, Inc. 
 Madoline Corporation 
 Peachtree Special Risk Brokers, LLC 
 Program Management Services, Inc.

 The Young Agency, Inc. 
  

 Schedule 5.15